corporate review · a.t.m. jahangir hasnat director, company affairs & company secretary dated:...

CORPORATE REVIEW

OVERVIEWNotice of the 38th Annual General Meeting 03

Corporate Vision, Corporate Mission & Corporate Values 05

Message from the Chairperson 06

Message from the Managing Director & CEO 09

Management Apparatus 13

Directors’ Report 17

Directors’ Report- Bengali 27

Declaration by CEO and CFO 31

Certificate on Corporate Governance 32

Compliance Status on Corporate Governance Code 33

Management’s Discussion and Analysis 41

Audit Committee Report for the FY 2018-19 42

Brief Resume of the Board of Directors 43

Directors Hold Directorship and Committee Membership 45

Report on Pattern of Shareholdings 45

Category wise Shareholding Position 46

The Total Number of Board Meetings Held and Attendance 46

Nomination & Remuneration Committee 47

FINANCIAL REPORT Auditor’s Report 50

Statement of Financial Position 56

Statement of Profit or Loss and Other Comprehensive Income 57

Statement of Changes in Equity 58

Statement of Cash Flows 59

Notes to the Financial Statements 60

OTHER INFORMATIONGraphical Presentation of Operational Performance 110

Album 111

Minutes for 37th Annual General Meeting 114

Proxy Form & Attendance Slip 119

TABLEOF

CONTENTS

AGENDA Ordinary Business01. To receive, consider and adopt the Audited Finalcial Statements of the Company, the Directors’ and the

Auditor’s Reports thereon for the year ended June 30, 2019.02. To declare Dividend for the year ended June 30, 2019 as recommended by the Board of Directors.03. To elect Directors.04. To appoint External/Statutory Auditor for the year 2019-2020 and fix their remuneration.05. To appoint Corporate Governance Auditors for the year 2019-2020 and fix their remuneration.06. Any other business with the permission of the chair.

Notice is hereby given to all shareholders of Quasem Industries Ltd. that the 38th ANNUAL GENERAL MEETING of Quasem Industries Limited will be held at the “Eagle Hall” Raowa Complex, Mohakhali, Dhaka on December 12, 2019 at 10:30 am to transact the following business:

NOTICE OF 38th ANNUAL GENERAL MEETING

By order of the BoardSd/-

A.T.M. Jahangir HasnatDirector, Company Affairs & Company Secretary

Dated: Dhaka. October 22, 2019

Notes:

01. November 19, 2019 is scheduled as Record Date for the 38th AGM of the company. Shareholders whose name will appear on the Register of Members/CDS record on the Record Date will be eligible to attend the meeting and entitled for ddividend.

02. A member entitled to attend and vote at the 38th Annual General Meeting can appoint a proxy to attend the meeting and vote on his/her behalf. The proxy form duly stamped with revenue stamp of Taka 10.00 must be submitted at the share department of the company at Icon Centre (Level-6) 57/4, Progati Sarani, North Baridhara, Gulshan-2, Dhaka-1212 not later than 48 hours before the appointed time of the meeting.

03. Written queries, if any, expected to be replied at the 38th Annual General Meeting on the Directors’ and Auditors’ Reports and Audited Accounts for the year ended June 30, 2019 should reach at the Share Department of the company at least 3 days before the meeting for the sake of convenience of appropriate explanation.

04. For the registration in the meeting, production of attendance slip is required.05. The Registration counter shall remain open from 8:30 a.m. to 10:30 a.m.06. Shareholders bearing BO ID are requested to update the particulars of Bank A/c, e-mail address, change

of address and BO ID with 12 digit Tax payers’ identification no. (e-Tin) through their depository participant (DP) before November 19, 2019. If the shareholders failed to upload their e-Tin before November 19, 2019, income tax at source will be deducted from payable dividend @15% (Fifteen percent) instead of @10% (Ten percent) as per amendment Income Tax Ordinance, 1984 under section 54. The Shareholders who are maintaining folio no. are also requested to submit their e-Tin before November 19, 2019 to the Share Department of QIL, Icon Centre (Level-6) 57/4, Progati Sarani, North Baridhara, Gulshan-2 Dhaka-1212.

07. Annual Report, Notice of 38th AGM, Proxy Form and Attendance Slip will also be available at the Share Department as well as website of the company www.quasemindustries.com

Attention Please: As per BSEC guideline no Gift item/Food item will be provided to the shareholders in the ensuing 38th AGM.

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CORPORATE MISSION

CORPORATE VALUES

Our business model is based on our vision of bringing new levels of manufacturing excellence to Bangladesh. We aim to provide high quality and innovative products that fulfill the needs of Bangladeshi citizens from all walks of life. We also look to provide our shareholders with a healthy dividend on a regular basis and plan to achieve financial success by following ethical business practices and by never compromising on the quality of the product we are delivering to our customers.

We value our commitment to setting and achieving the highest standards in manufacturing. In addition to setting high standards we are also committed to keeping in-line with the latest technological advancements in our field to ensure that we are delivering the best possible product to our customers.

We value our need to be price competitive while not sacrificing on product quality. We value the need to create an honest, open and enabling environment for our employees, making

sure our employees are happy with their jobs is of utmost importance, as is ensuring that we are consistently developing the capacity of our human resources.

We value the trust shown in us by our shareholders and strive to ensure they are rewarded for their loyalty to our company.

We value then needs of our customers; we are committed to building a relationship with them based on integrity, loyalty and trust.

We value the need to not just make a healthy profit for our shareholders, but also to be a socially responsible company that is dedicated to improving the lives of the people of Bangladesh through charitable projects.

The Mission of Quasem Industries Limited is to be the Premier Industrial battery manufacturer in Bangladesh through our commitment to maintaining high manufacturing standards and our dedication to honest and sustainable business practices. An important part of realizing our mission is to ensure that the SUNLITE brand in Bangladesh is a name that inspires trust from our citizens, to do this we must ensure that we adhere to strict procedures and standards of excellence both in our manufacturing and distribution sectors. In addition to providing our shareholders with consistent and healthy dividends, we also must ensure that our company is socially responsible, we are committed to ensuring that profits from our company not only go into further growing our business but also into developing our nation and improving the lives of its’ citizens.

CORPORATE VISION

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Dr. Reyan Anis Islam

It is with great pride and honor that I write my first message to you as Chairperson of the Board of Directors for Quasem Industries Limited. As a long-serving member of the board I have seen this company go through many ups and downs, always keeping the best interests of the shareholders in mind. I would like to take a moment to thank our previous Chairman, Mr. Anwarul Islam for his many years of outstanding service and dedication. People of his wisdom, intelligence and poise are not just an asset for this company but to this nation. He will be missed by all associated with the company, I am committed to do my level-best to fill his shoes.

I hoped I would be able to write my first message as Chairperson in a year of prosperity and success for both our company and our country but sadly, this has not been the case. The implications of the collapse of the financial sector of Bangladesh in addition to the many economic issues facing the rest of the world (for example, Brexit in the UK , China & US trade war) have affected our business negatively. Instead my first message to you comes in a year in which both our turnover and overall sales have gone down, it is a regrettable situation for the company but one that mostly out of our hands.

MESSAGE FROMTHE CHAIRPERSON

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While both the domestic and global financial problems of the world are not under our control, Quasem Industries Limited is doing what it can to make sure we are able to survive these hardships and be able to flourish once the situation begins to improve. Before our last AGM, we launched our new brand of canned products. WAVE deodorants, air fresheners were launched in February with butane gas and shaving foam introduced shortly thereafter. In the coming months we plan to release two types of insect killing sprays (aerosol) and a spot lifting spray. WAVE is the first consumer brand established by Quasem Industries Limited since SUNLIT E, establishing a brand in the 1980’s was a very different game than its is now in the digital age. Increased competition has caused the price of advertising to skyrocket in recent years making it difficult to complete with larger companies for visibility. However, we have adopted a slow and steady approach to the brand promotion of WAVE and we are hopeful that in time, this brand will become a household name and sales will go up. Establishing SUNLIT E as a trusted brand took time and patience and same will be required to take WAVE to that level. We are constantly looking for new and innovative ways to market our brands and are hopeful that our efforts will soon bear fruit.

Bangladesh continues to face grave problems regarding the availability of resources such as gas and electricity and suffers from widespread lack of suitable infrastructure; while the rapidly growing GDP of the nation continues to offer hope to Quasem Industries Limited and other companies that our hard work will pay off, it has so far not had the desired effect on the national economy. We are all hopeful that companies such as ours that have been able to adapt to doing business despite the shortage of critical resources will soon benefit from the positive factors of the Bangladeshi economy.

To stay on the top of the competition, Quasem Industries Limited always worked hard to launch new products in the market, improving our sales and securing our long-term future. You might be aware that Quasem Industries Limited diversified into exciting new business sectors which is giving us more opportunities to increase our turnover and profits. Our management team continues to strive to provide Quasem Industries with options to expand our business operations and a lot of hard work has been done over the last few years to be able to reach a position where our new products are ready to reach the consumer market. We are hopeful that in the coming years, the company and our shareholders will be able to reap the benefits of our combined efforts.

Our commitment to the good Governance, high quality standards and socially responsible business practices also continues to have a positive impact on our overall performance.

Despite various challenges faced by the company, the Board of Directors and Management has ensured sustainable growth in the business and committed to deliver long term value with integrity to the shareholders and other stakeholders.

ChairpersonDr. Reyan Anis Islam

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Tasvir Ul Islam

MESSAGE FROM THEMANAGING DIRECTOR & CEO

going up at an average rate of 8% per year. Other indicators of social development have also improved, and the increasing size of our national budget suggests that we are ready and able to spend money to stimulate further economic growth. However, despite these big-picture indicators being positive, they do not accurately depict the true state of the Bangladeshi economy.

The GDP continues to improve, and the economy continues to grow but the cost of doing business in Bangladesh is rising at an even higher rate and therefore companies are struggling to maintain profitability. This year has seen several factors make doing business in Bangladesh a difficult proposition, such as the devaluation of the taka against the dollar which has resulted in the large number of manufacturers that are reliant on importing raw materials facing a significant rise

It is an honor and a privilege to welcome you all to the 38th Annual General Meeting of Quasem Industries Limited.

The main objective of our company is to maximize shareholders’ wealth by making profit. From the very beginning, our management has been committed to maintaining sustainable growth and stable profit of the company. The management of the Company is committed to deliver a sustainable shareholders’ return vis-à-vis contribution to the national exchequer. Unfortunately, in this past financial year, the national and international financial situation along with many other factors has made it difficult for us to successfully achieve our targets.

The GDP of Bangladesh in recent years has been

in costs. Additionally, the cost of utilities continues to rise in Bangladesh as does the cost of distribution and transportation increased. These problems are further compounded by weak business and financial policies and an unstable banking system. It is also impossible to ignore the impact of the one million plus Rohingya refugees that have fled to Bangladesh to evade persecution in their native Myanmar. It was inevitable that an influx of so many people with little to no contribution to our economy into an already poor nation would eventually have a negative impact on our national economic condition and this is now showing.

This year has also seen the beginning of a financial collapse that could go on to cripple the country if sound fiscal decisions are not made very, very soon. The collapse and shut down of People Leasing Company was a hugely significant event, it has caused both investors and financial institutions to panic as many others remain in similarly precarious positions. Already it is proving very difficult for anyone to get a loan to stimulate or start a business as banks and other financial institutions have simply run out of funds. Interest rates that had at one point looked like they would normalize have again shot up and become almost unfeasible to work with. The problems faced by our financial institutions has also severely impacted the share market in Bangladesh. The share market has reached a new low making matters for public limited companies such as ours even more difficult and added to the panic in our economy. Without significant improvements in fiscal decision making, it will be difficult for the economy to recover but we are hopeful that good sense will eventually prevail. As promised, we have now completed all work on our project to produce and fill pressurized cans. Our air freshener and body sprays entered the local

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market in February of 2018 under the brand name WAVE and were followed by our butane gas and shaving foam. The market for these items is significant but as has been mentioned by our new Chairperson, it is hard to pick up sales until we have created brand awareness. WAVE is the first new brand launched by this company since SUNLITE, it will take time and patience to build the recognition of the brand and it is where we are now focusing most of our attention. By my own admission, in recent times brand promotion and marketing is one sector where we have not given enough time and effort. Over the last decade or so we have invested heavily in expanding our manufacturing capabilities, diversifying our product range and establishing one of the top distribution networks in the country but in this time, we have not been able to put enough emphasis on developing our brand recognition. However, this is no longer the case and will not be in the coming years, now that we have the products and the distribution system, the efforts we are now putting into brand promotion should soon begin to reap benefits.

One last issue that I must touch upon to explain some of the difficulties our company has faced is the tragic incident that took place on the 28th of March, 2019. As many of you are aware, the building in which the Corporate Headquarters of Quasem Industries Limited was located (FR Tower in Banani) was engulfed with a fire that took the lives of over 30 people. Among those that perished was one of our very own employees, Mr. Mazurul Hassan (Senior Executive, Accounts). Despite the best efforts of his colleagues, Mr. Hassan was not able to overcome his physical handicaps to escape the blaze. He left behind his wife, son, daughter and a host of friends, colleagues and family to mourn his loss.

Finally, I would like to reiterate to our shareholders the commitment of the Board of Directors and employees of this company for securing a better and brighter future. Quasem Industries Limited is blessed with committed and talented staff at all levels and we are dedicated to working together for the sake of our valued shareholders. We have been working hard over the last few years to set up a strong foundation for the future expansion of this company and we believe we are now in an excellent position to move to the next level and usher in a new era of growth and prosperity for Quasem Industries Limited. We are continuously exploring options for new projects and we believe that the next period of this company’s history will be one of unprecedented growth and see us expand our business interests far beyond the fields we are currently invested in. The management of Quasem Industries is excited about what the future holds in store for our company and our shareholders; we have worked hard to be in such a position where and when the next attractive opportunity presents itself.

I will conclude by expressing my personal gratitude and appreciation to our Board of Directors, the management and all employees of Quasem Industries Limited for their hard work and dedication to achieve our objectives and ambitions. And lastly, I would like to thank our honorable shareholders for their continued support and co-operation.

Thank you all.

Tasvir Ul IslamManaging Director & CEO

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In addition to the sadness of losing such a colleague who had earned so much respect from his peers, we also had to suffer from losing our permanent office location with no warning. For over 3 months we had to spread out staff and operations around 3 locations in different parts of Dhaka city, making it extremely difficult to smoothly conduct business as usual. It was not until July that we were finally able to move into our new headquarters at Icon Center on Progoti Sarani but the three months in between certainly had an adverse effect on our turnover this year.

However, we are hopeful that things will improve in the coming financial year. Since WAVE products have only recently entered the market, they have not yet made much of an impact on our financial statements, but we are hopeful that this coming year WAVE will be able to establish itself in the market and contribute positively to our turnover and profitability.

This year, Quasem Industries contributed 243.74 million taka as VAT, tax, supplementary duty and import duty to national exchequer. We also have developed a group of skilled and creative human resources, inclusive work culture, transparent and accountable governance, environmentally suitable business operations all of those create substantial value for the company.

I would like to thank the Board of Directors of this company for their continued support and for recommending a dividend for 2018 – 2019 after considering the financial position of the company. We hope that the shareholders of this company are pleased with their decision and their commitment to providing higher dividends in the future.

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MANAGEMENT APPARATUS

BOARD OF DIRECTORS

Dr. Reyan Anis Islam Chairperson

Mr. Tasvir Ul Islam Managing Director & CEO

Ms. Nafisa Quasem Director

Mr. Sameed Quasem Director

Ms. Samira Rokaiya Quasem Director

Mr. Mir Mohammad Shahidullah Independent Director

AUDIT COMMITTEE

Mr. Mir Mohammad Shahidullah Chairman & Independent Director


Ms. Nafisa Quasem Director

Mr. A.T.M. Jahangir Hasnat Director, CA & Company Secretary Member Secretary

NOMINATION & REMUNERATION COMMITTEE

Mr. Mir Mohammad Shahidullah Chairman, Independent Director

Mr. Tasvir Ul Islam Managing Director & CEO


Mr. A.T.M. Jahangir Hasnat Director, CA & Company Secretary Member Secretary

MANAGEMENT TEAM

Mr. Mahbubul Alam Director & Chief Operating Officer

Mr. Mirza Akter Maruf Director (Sales)

Mr. Md. Mustafa Kamal GM (Production, Unit 1& 2)

Mr. Mashuq Ul Alam GM (Marketing)

Mr. Taimur M. Arif DGM (Production, Unit-3)

Mr. Md. Zakaria, FCA Chief Financial Officer

Mr. S. G. Nandy Head of Internal Audit & Compliance

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AUDITORS

Statutory: Corporate Governance Compliance:

M/S Shiraz Khan Basak & Co. Ahsan Kamal Sadeq & Co.Chartered Accountants Chartered Accountants

R K Tower (Level-10) Dhaka Trade Centre 86 Bir Uttam C.R. Datta Road 99, Kazi Nazrul Islam Avenue312 Sonargaon Road, Hatirpool, Dhaka-1205. Dhaka, Bangladesh.

BANKERS

Mutual Trust Bank Ltd.Gulshan Branch, Dhaka

Agrani Bank Ltd. Principal Branch, Motijheel C/A, Dhaka-1000.

Sonali Bank Ltd.NCTB Branch, 69/70, Motijheel C/A, Dhaka-1000.

Dutch Bangla Bank Ltd.Banani Branch, Dhaka.

LEGAL ADVISER

Barrister Eva QuasemBarrister Abu Khaled Al Mamun

FACTORYUnit-1 & 2, Gorai, TangailUnit-3, Baimail, Gazipur.

SALES & DISTRIBUTIONKha-99/B/1 Khilkhet, Dhaka.

REGISTERED OFFICEA-1/6 Mohammadpur, Asad Avenue, Dhaka-1207.

CORPORATE HEAD OFFICEAl Amin Icon Center (04th, 06th and 09th floor) Plot No. 57/4, Progoti SaraniNorth Baridhara, Dhaka - 1212Bangladesh.

DR. REYAN ANIS ISLAMChairperson

MR. TASVIR UL ISLAMManaging Director & CEO

MS. NAFISA QUASEMDirector

MR. SAMEED QUASEMDirector

MS. SAMIRA ROKAIYA QUASEMDirector

MR. MIR MOHAMMAD SHAHIDULLAHIndependent Director

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DIRECTORS' REPORT 2019

Dear Shareholders,It is the pleasure of the Board of Directors to submit our report to the shareholders for the year ended 30 June 2019 as follows:Industry outlook & possible future developments [ Ref: CG 1(5) (i) ]Year of Establishment : 1980Initial Public Offering (IPO) : 1988Stock Exchange Listing : 1988Awarded ISO-9001 Certificate : 2000, 2015Business Line : Manufacturing & Marketing of UM-1 (D-Size), UM-3 (AA) UM-4 (AAA) Metal & Vinyl Jacket Industries Batteries, Flash Lights, Air Freshener, Body Spray, Round Can & High Pressure Can and marketing & Distributing Sunlite gas lighter, sun chips & sun ghee. Authorized Capital : Tk. 2,000 MillionPaid up Capital : Tk. 588.47 MillionNo. of Shares Issued : 58.85 MillionThe Management of Quasem has continued their efforts diversify and expand the business activities. The board of Directors has endorsed the management plans for possible future development in the following areas. Introduction of new products for WAVE and SUNLITE brand. Build and operate a modern hospital in Dhaka city. Establishment of new head office and distribution hub in own commercial tower. Exploring options for opening a new manufacturing facility next to existing Unit 1.

The segment wise financial performance and product description [ Ref: CG 1(5) (ii) ]Net TurnoverWe are pleased to announce this year’s annual net turnover is Tk. 1,855.51 Million, compared to Tk. 2,015.56 Million in the previous year. Despite all efforts on marketing and establishing strong distribution channels throughout the country our turnover has been decreased this year unexpectedly. We hope to further increase our turnover next year by undertaking new marketing initiatives such as Branding; and by introducing new products. The management team of Quasem Industries Limited is always working hard towards increasing the turnover of the company and will strive to continue our trend of improvement in the coming year. We have alredy marketing “Wave” brand air freshener and body spray, and this year we hope to introduce shaving foam, aerosol which will boost up our turnover in coming years.

TURNOVER - NET

Net TurnoverTaka in Million

2018-19 2017-18 2016-17 2015-16 2014-15

1,855.51

2,015.561,975.54

1,851.56

1,689.11

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UM - 3 Battery:In 1993, the company began producing UM-3 batteries to satisfy the growing demand for the product in the country. Currently, we are producing four types of UM-3 batteries: UM - 3 (HD), UM-3 (HSBP), UM-3 (Green) & UM-3 (HD - Extra). This year we have recorded a turnover of Tk. 670.79 Million for UM-3 batteries, compared to Tk. 724.60 Million in the previous year. We have noticed the sales volume of UM-3 batteries continues its decreasing trend last couple of years. UM-3 is our major product which significantly contributes to our overall sales volume of our company. Management has given greater effort to maintain the increasing trend of sales growth of UM-3 batteries. We have made a considerable effort, hard work and innovative marketing strategies to increase the sales of UM-3 batteries. We have introduced UM-3 battery operated products to maintain the higher sales growth of UM-3 battery and are also continuously working on making our production process more efficient so more profits can be earned. We have been very encouraged by the success of such initiatives that influences the sales of our UM-3 Battery and hope, in coming years turnover of UM-3 will increase.

UM-1 Battery:UM-1 (R-20) 'D' is Hi Super Metal Jacket Batteries and was the first batteries Quasem Industries Limited began producing when founded in 1983. Initially the market demand of UM-1 battery was very high but gradually it has decreased over time due to technological changes which resulted in UM-1 batteries becoming almost obsolete. This year, turnover for UM-1 batteries was Tk. 110.80 Million, compared Tk. 106.77 Million in the previous year, this increase in sales is to be expected given the nature of the product. Quasem Industries Limited has adopted a very proactive approach to increase the sales of UM-1 batteries over the years by introducing a number of products on the local market that operate on UM-1 batteries, directly increasing both sales and profits. In addition to new products, we have also been taking steps to reduce our manufacturing cost for UM-1 batteries; we have also introduced UM-1 vinyl jacket batteries to increase the turnover of UM-1 which also reduced the manufacturing cost. As for the technological changes and decreasing demand of UM-1 in the market, it is expected that the increasing trend of sales may not continue in future but our effort will continue to keep the increasing trend of sales of UM-1.

Turnover - UM 3

UM-3 BATTERY

670.79 724.60 751.79 717.22652.66

Taka in Million

UM -1 BATTERY

Turnover - UM 1

110.80 106.7792.32 100.18 102.75

Taka in Million

2018-19 2017-18 2016-17 2015-16 2014-15

2018-19 2017-18 2016-17 2015-16 2014-15

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Flash Lights:Quasem Industries has for many years been introducing various products to the market that make use of our batteries. We started off by launching our LED Flash Lights in September 2007 and since then we have observed a growing market for them. Since then we have brought many other types of flashlights into the market such as LED 2D, LED 3D (Metal), Econo, LED, ABS 3D & ABS 2D. Each of these products has contributed to our increasing battery sales in recent years and we are now established as one of the trusted flashlights brands in Bangladesh. The sales figures for flashlights is decreased due to the introduction of many alternative products such as rechargeable flashlights but we are hopeful that with some more marketing, we can still be a strong competitor in the market. In the coming year, we hope to increase our sales and considerably increase the contribution of battery-operated products to our profitability.

Metal Printing and Can Making UnitTo maximize the use of the metal printing machine (used to print the metal jackets for SUNLITE batteries) that we have, Quasem Industries decided to enter the can manufacturing sector. We currently manufacture 3 piece cans in many different shapes and sizes for a number of large companies such as Asian Paint, Aqua Paints, RAK Paints, Lal Teer, Octagon Fibres & Chemicals and BRAC Dairy. Companies are attracted to purchasing cans from us due to our superior printing technology, despite being over 15 years old, the metal printing machine used by Quasem Industries is still considered to be the best in Bangladesh.

UM-4 Battery:In 2006 Quasem Industries Limited started importing UM-4 batteries and marketed them under our own brand-name. By importing the batteries before having our own manufacturing facility, we could establish our brand name in this sector of the market so that by the time we set up our own UM-4 production line, SUNLITE was already the market leader. This year, turnover of UM-4 batteries was Tk. 210.69 Million; compared to Tk. 196.77 Million in previous year. The management of QIL is trying to introduce more new products that are operated by UM-4 battery to boost up our sales. We also have potential to increase our sales significantly in UM-4 batteries in the coming year due to the opportunities we have to increase our market share. While we are the market leaders in all industries battery segments in Bangladesh, our market share is lowest in UM-4 category and we are confident that this market share will increase as we continue to distance ourselves as the best industries manufacturer in Bangladesh. We are confident that the higher trend of turnover of UM-4 will continue in the next year.

196.77

Turnover - UM 4

UM-4 BATTERY

210.69

178.76159.62

140.33

Taka in Million

FLASH LIGHTS

Turnover - FlashLights102.11

85.1677.8567.14

36.80

Taka in Million

2018-19 2017-18 2016-17 2015-16 2014-15

2018-19 2017-18 2016-17 2015-16 2014-15

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This year, there have been many significant developments at our Metal Printing and Can Unit which our shareholders can be very excited about. We have completed the installation of machineries for manufacturing of two-piece pressurized cans and a separate line for filling these cans. We are the first facility in Bangladesh that boasts both the ability to manufacture and fill pressurized cans in the same premises. In August of 2017, air fresheners under the brand name “Wave” from our new can manufacturing plant made their first appearance on the Bangladesh market; since then we are receiving positive response from the market. The turnover of the new products of this unit is very insignificant to our financial statement this year, we anticipate it will significantly contribute to our sales and profitability of our company for many years to come. We have launched shaving foam and lighter fluid to the market under our own brand name.During the year, our metal unit delivers the printed sheet and round can for our internal requirements as well as to other companies at equivalent amount Tk. 43.96 million.

High Pressure Can Filling LineQuasem Industries Limited moving into new sector that we were committed to the shareholders. We have established state of art factory with modern equipment for producing high pressure can and can filling line. We are now capable to produce various types of high pressure can also filling the same for our own marketing as well as contract manufacturing.We have already marketing the “Wave” brand body spray and air freshener. This year, we expect to introduce new product like shaving foam and aerosol. We could not achieve our sales that we expected although, We have taken several strategic decision and innovative techniques to establish our brand name “wave” in the market. Our product quality proactive marketing strategy able to create positive response of our products which is very appreciating and we hope, these products will significantly contribute to increase our turnover in future. We also hope that, in recent future we will add more products from our existing filling line.This year, we have received the turnover of total Tk. 93.99 million by selling Air freshener, Body spray and butane gas.

Gas Lighters:To add diversity to the list of products we distribute, we have an arrangement with Quasem Lamps Limited to sell their products. We are selling different types of Gas Lighters, and during the year the company earned Tk. 668.20 Million by selling gas lighters.

747.85

Turnover - Gas Lighters

Gas Lighters

668.20 686.93

569-12491.72

Taka in Million

2018-19 2017-18 2016-17 2015-16 2014-15

Sun Chips:We have sole rights of distribution of Quasem Food Products Limited through our distribution channel. During the year the company has earned Tk. 30.35 Million as distribution service charges and Tk. 14.81 Million as turnover which contributed to increase our net profit. Since its inception in 2010, Sun Chips sales have been increasing at a very healthy rate, we are hopeful that the company will continue to prosper so that the earnings for Quasem Industries as their exclusive distributor will grow in coming years.

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Risks Factors : [ Ref: CG 1(5) (iii) ]As with the nature of business in general, it is absolute that a company runs many risks which include, Operational Risk, Financial Risk, Market Risk, Legal Risks, Transaction Risks, and Governance Risks.The risks that a business faces cannot be fully eliminated by the management of the company. The management at QIL has tried to eliminate these risks by adopting sound policies with concentrated efforts to ensure that the quality of our products follows all relevant regulatory standards. Currently, QIL does not take significant risks that would hamper the operational activities or growth of the company as well as against the environment within which it operates.

Market Exposure:Worldwide and national economic instabilities, raising inflation and unemployment have reduced the purchasing power of people which has in-turn reduced the consumption of non-essential items like batteries. But to regain control of the domestic market and maintain an increasing sales trend, we are consistently involved with the recruitment and training of qualified sales staff to ensure our products remain profitable. The sales team has also adopted innovative sales and promotional activities which we feel will benefit us greatly in the long run.We are confident that by expanding our marketing efforts to raise consumer awareness about our products, we will be able to increase sales and reach a larger market area.

Cost of goods sold, gross profit margin and net profit margin analysis [ Ref: CG 1(5) (iv)]It can be seen from the financial statement of the year under review that the gross margin on net turnover of the company was 18.32% compared to 18.15% in the previous year. The net profit percentage on net turnover after tax is 2.63, down from 3.93 in previous year. It has been seen in the Financial Statements of the reporting year, the gross profit margin percentage slightly increased but net profit percentage has been decreased than previous year. This has been happened due to incremental effect of salary, additional recruitment of employees and other operational costs correspondently reduced the sales from previous year. The management is confident to increase the profitability in future years.

Extraordinary activities and their implications [ Ref: CG 1(5) (v)]Quasem Industries Limited (QIL) has invested in shares of CDBL and also engaged to distribute the products of its sister concerns through own distribution channel. During the year, QIL earned Tk. 30,345,525 as distribution service charge from its sister concerns and also earned dividend Tk. 2,177,953 from CDBL & Quasem Food Products Limited.

Related party transactions [ Ref: CG 1(5) (vi)]During the year the Company made transactions with its sister concern due to business purpose. The basis and nature of transactions are as follows:

Name ofCompany

Relationship Nature of Transaction

Transactionduring

the year

Receivable / (Outstanding)

during the year Quasem Food Products Ltd. Sister Concern Distribution Service charge 17,863,547 30,345,525Quasem Food Products Ltd. Sister Concern Deposit against

distribution of product10,000,000-

Quasem Food Products Ltd. Sister Concern Purchase of Chips 45,31,48013,920,502Quasem Lamps Ltd. Sister Concern Purchase of Gas lighter 424,637,467 (32,197,084)Quasem Zinc Limited Sister Concern Lease Rent (323,420)1,200,000Quasem Zinc Limited Sister Concern Purchase of Callot -5,812,207

Amount in Taka

22

The Board of Directors also report that – No fund raised through public issues, right issues and/or any other instruments during the year. [Ref: CG 1(5) (vii)] The company did not give any offer for IPO, RPO, Right Share Offer, Direct Listing etc. during the year. [Ref: CG 1(5) (viii)] There were no significant variance quarterly financial performances and annual financial statements. [ Ref: CG 1(5) (ix) ] Remuneration paid to directors and Managing Directors. [ Ref: CG 1(5) (x) ] Financial statements prepared, present fairly, its state of affairs, the result of its operations, cash flows and changes in equity. [ Ref: CG 1(5) (xi) ]

Proper books of accounts have been maintained. [ Ref: CG 1(5) (xii) ] Appropriate accounting policies have been consistently applied and accounting estimates are based on reasonable and prudent judgment. [ Ref: CG 1(5) (xiii) ] Financial Statements prepared in compliance with IAS & IFRS. [ Ref: CG 1(5) (xiv) ] No minority shareholding associated with the company. [ Ref: CG 1(5) (xvi) ] There is no doubt about going concern threat in distant future. [ Ref: CG 1(5) (xvii) ] No significant deviations arises from the last year’s operational results. [ Ref: CG 1(5) (xviii)] The company declared dividend which is mentioned in Annual report page 24. [ Ref: CG 1(5) (xx) ] No bonus share or stock dividend has been or shall be declared as interim dividend. [ Ref: CG 1(5) (xxi) ] Detail information of no. of Board meeting held during the year has been provided in Annexure – “I”. [ Ref: CG 1(5) (xxii)] A report on pattern on shareholdings during the end of year has been provided in Annexure – “H”. [ Ref: CG 1(5)(xxiii)] Brief resume of Directors and names of companies in which the person also holds directorship has been provided in Annexure – “F” and “G”. [ Ref: CG 1(5)(xxiv)]

Internal Control [ Ref: CG 1(5) (xv) ] The company has implemented sound and effective internal control system which is very much capable to detect fraud, error and misstatement thereof. Some of the descriptions of control we attach herewith.We give strong emphasis on Internal Control Systems to ensure strict corporate governance and accountability. The Board of Directors has formed an audit committee which is headed by an Independent Director in order to meet the requirements of the Bangladesh Securities and Exchange Commission (BSEC).The Audit Committee monitors the effectiveness of the “Internal Control” function on regular basis. The committee then makes recommendations based on the policies and procedures adopted by the Board for the Audit Committee. During the year, The Internal Audit Committee made recommendations on several issues to the Board & Management and those recommendations have been implemented effectively.

23

Key operating and financial data of preceding five years [ Ref: CG 1(5) (xix)]A statement of key operating and financial data for the last five financial years has been given below.

Particulars 2018-19Turnover (Gross)Value Added TaxGross ProfitNet Profit before TaxNet Profit after TaxShareholders’ EquityTotal AssetFixed Assets (Net)Current AssetsLong Term LoanCurrent LiabilitiesCurrent Ratio (Times)Dividend Per Share (Cash & Stock)Shareholders’ Equity Per Share (Tk.)Earnings Per Share (Tk.)

2045.71183.02339.8565.0448.78

1952.822983.6

2231.37729.26

4.27762.69

0.9612%

33.180.83

2017-182197.23177.26365.86105.73

79.31904.672742.522041.74672.3212.77

659.641.0212%

36.251.51

2016-172158.37182.83375.28127.5695.68

1827.792635.151954.58644.1820.22

623.951.0618%

44.692.15

2015-162028.89177.33351.56106.0782.13

1921.682569.031883.92662.4624.57

622.771.0615%

47.472.03

2014-151853.86164.75319.5174.8855.78

1840.192480.481789.16671.72

0640.87

1.0510%

50.011.52

Appointment or Reappointment of Directors’ [ Ref: CG 1(5) (xxiv) ]As per article 123 of the Articles of Association of the Company, in 2018-19, Director Mr. Sameed Quasem and Director Ms. Nafisa Quasem are set to retire in this meeting, and being eligible, offer for re-election.Brief resume of Board of Directors’ and a statement of shareholding position with other company are given in Annexure – “F” and “G” respectively.Customer SatisfactionCustomer Satisfaction is a major priority for QIL. We ensure optimal customer satisfaction by practicing professionalism, maintaining excellent product quality and ensuring the best possible value for money for our products.

Corporate Governance and Corporate Social ResponsibilityQIL is governed by the Board of Directors who shares the accountability of the company with the shareholders and stakeholders. The company complies with the SEC requirements and follows the applicable International Accounting Standards and International Finalcial Reporting Standards for preparing financial statements. QIL also complies with the requirements of other regulatory bodies. Quasem Industries Limited is also a leader when it comes to Corporate Social Responsibility. In addition to providing scholarships and incentives for family members of our employees, we are a major donor to our NGO, Quasem Foundation, who have been involved in charitable activities in North Bengal for over 50 years.

Quality Policy and ControlImproving and maintaining the quality of product is an issue of huge importance for QDL and its Board of Directors. The company strictly controls the quality of all products by using and maintaining high standard laboratories, using modern equipment and hiring of competent, qualified and dedicated personnel’s.It is the policy of Quasem Industries Limited (QIL) to manufacture and market high quality batteries to maximize customer satisfaction. To achieve that, QIL has adopted ISO 9001:2015 - Quality Management Systems model. Enhancement of knowledge and skill of company personnel through regular training programs is one of our top most priorities. In fact, all our efforts to achieve high standards are directed to optimize the interest of the shareholders and stakeholders.

24

Our responsibility to ShareholdersAlthough there are some constrains still prevailing in our country which impact in the local markets has led to very difficult times for maintaining Business growth. However, through the leadership of our management team, we at Quasem Industries Limited are committed to maintaining a high level of performance for our shareholders.Contribution to the National ExchequerDuring the year 2018 – 2019, the Company’s contribution to the National Exchequer was Taka 243,749,528. The breakdown of which is as follows:

Appropriation of ProfitDirectors are pleased to recommend the appropriation of the profit as under:Proposed Dividend Tk. 70,616,863 [ 7% stock & 5% cash dividend] Income Tax Reserve NilDeclaration of DividendThe Management of Quasem Industries Limited understands that the payment of dividends is of utmost importance to our shareholders; as a result, we have always tried to ensure that a consistent and generous dividend is declared for their happiness. Board of Directors reviewed the financial performance of the company as reflected in the audited accounts for the year under review; considering the interest of the shareholders and the company’s present & future plan to expand the business activities, the Board of Directors has decided to recommend a 7% Stock Dividend (Bonus Share) @i.e. (07 shares against 100 shares) as well as 5% Cash Dividend for the year 2018-2019.Board of Directors has recommended stock dividend considering the present and future development program of the company. The Bonus share declared out of current year’s profit as well as accumulation retained earnings.The bonus shares is not declared from capital reserve or revaluation reserve or any unrealized gain or out of profit earned prior to incorporation of the company or through reducing paid up capital or through doing anything so that the post-dividend retained earnings become negative or a debit balance.We are hopeful that the commitment of our management to the continued growth and development of our company will yield higher dividends in the future, ensuring the long term success of our shareholders.Human Resource DevelopmentQuasem Industries Limited is committed to employing a highly professional and competent staff, seeking only those who have the education, dedication and character to represent a company of our stature. As a result, it is important for us to focus on a strong human resources department that is dedicated to fostering a competitive work environment for the hard-working employees. Our company believes that it is important to provide our employees with a learning experience while they are working for us in order to boost their professional development and enhance their capabilities. We offer regular training programs to our officers and workers by organizing workshops, seminars and demonstrations. In the past year we have arranged

Particulars Taka

Value Added Tax (VAT)Supplementary DutyImport DutyIncome TaxSurcharge & Others

183,024,4057,175,439

31,066,49420,661,321

1,821,869

Contribution to National Exchequer 2018-19 Income Tax

8%

Import Duty13%

VAT Supplementary Duty Import Duty

Income Tax Surcharge & others

SupplementaryDuty3%

Surcharge & Others1%

VAT75%

25

in-house training programs on "Time-management" for our employees as well as holding several workshops for our sales team to improve their performance in the markets. We have also worked hard to bring about the introduction of new Human Resource Management software that will extend over many departments of the company. This decision reflects our commitment to being technologically up-to-date as well as our dedication to ensuring our employees are efficiently and fairly administered. The introduction of the new software promises to streamline the running of our company significantly and represents an important development in our internal operations.

Appointment of AuditorsExisting Auditors M/S Shiraz Khan Basak & Co.; Chartered Accountants, retire at this AGM and being eligible, have offered for reappointment for the FY 2019-2020. The Board of Directors recommended M/S Ahsan Kamal Sadeq & Co.; Chartered Accountants to appoint as Corporate Governance Auditor and Fix their remuneration for the FY 2019-2020.

Information and Communication TechnologyIn the Global market as with QIL, information technology has been the driving force behind advancement. To keep in touch with the latest trends, QIL has a separate IT Department that focuses on faster communications, easing business transactions and sharing information within the company. We are trying to integrate our information system by using the latest software /VPN to strengthen MIS and quality of service. Every year Quasem Industries Limited invests considerable time and money to ensure that our company functions effectively. On the cutting-edge of global technology, a must for companies is wishing to stay competitive in the current global market. This year, we have significantly increased accessibility to computers amongst our employees and seen a significant growth in the size of our company’s email and internet infrastructure. It is our pleasure to inform you that all our production unit and sales office is under partial surveillance through use of CCTV and we will be looking to upgrade the system in coming months to ensure full coverage. The IT department is also looking for ways in which the company can be more environmentally-friendly by reducing our paper consumption by going for electronic alternatives.

Management AppreciationThe Board of Directors of Quasem Industries Limited would like to express their great appreciation to the management team, officers, staff and all other employees of the company for their continued service and loyalty to our company. We believe that a motivated, capable and intellectual staff is a key component for successful company and we are proud to have such a staff in our service. The staff of our company has shown unflappable determination during harsh economic times, they have suffered when the company has suffered and now we are looking forward to times of prosperity and growth. We trust that our employees will continue to develop and maintain high standards of performance and continue to be committed to the greater good of the company. The Board of Directors would like to also thank our shareholders for their support, the unwavering trust that they have shown in the management of this company has been a constant source of inspiration to us and we hope to serve them to the best of our abilities in the coming years.Finally, we the Directors humbly express our gratitude and acknowledge with keen interest the co-operation and unflinching support we have received from various agencies including Securities & Exchange Commission, Stock Exchanges, National Board of Revenue and other public and private sector agencies.We look forward to a brighter future for all of us.On behalf of the Board of Directors,

Dr. Reyan Anis IslamChairperson

cwiPvjK cl©‡ì cÖwZ‡e`b 2019cwiPvjK cl©‡ì cÖwZ‡e`b 2019

27

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29

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30

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31

Annexure – “A” [As per condition No. 1(5) (xxvi)]

Quasem Industries LimitedDeclaration by CEO and CFO

Date: 22 October 2019The Board of DirectorsQuasem Industries LimitedAl Amin Icon Center (04th, 06th and 09th floor) Plot No. 57/4, Progoti SaraniNorth Baridhara, Dhaka - 1212, Bangladesh.

Subject: Declaration on Financial Statements for the year ended on 30 June 2019.

Dear Sirs,Pursuant to the condition No. 1(5) (xxvi) imposed vide the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, Dated 03 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:(1) The Financial Statements of Quasem Industries Limited for the year ended on 30 June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed;

(2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order for the financial statements to reveal a true and fair view;

(3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presented in its financial statements;

(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records;

(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and

(6) The management’s use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that: -(i) We have reviewed the financial statements for the year ended on 30 June 2019 and that to the best of

our knowledge and belief:(a) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;(b) these statements collectively present true and fair view of the Company’s affairs and are in

compliance with existing accounting standards and applicable laws.(ii) There are, to the best of knowledge and belief, no transactions entered into by the Company during the

year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its members.

Sincerely yours,

Tasvir Ul Islam Md. Zakaria FCAChief Executive Officer (CEO) Chief Financial Officer (CFO)

32

Annexure – “B” [Certificate as per condition No. 1(5) (xxvii)]

Report to the Shareholders of Quasem Industries Limited on Compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Quasem Industries Limited for the year ended on 30 June 2019. This Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 of the Bangladesh Securities and Exchange Commission.Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code.We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion:(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the

above mentioned Corporate Governance Code issued by the Commission;(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS)

as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;(c) Proper books and records have been kept by the company as required under the Companies Act, 1994,

the securities laws and other relevant laws; and(d) The governance of the company is satisfactory.

Place: Dhaka, Bangladesh.Dated: 24 October 2019

For Ahsan Kamal Sadeq & Co.Chartered AccountantsMd. Fokrul Islam, FCAPartner

33

Status of Compliance with the Conditions imposed by the BSEC

Annexure-“C”[As per Condition no. 1 (5) (xxvii)]

Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission's Notification No. SEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 issued under section 2CC of the Bangladesh Securities and Exchange Ordinance, 1969:

(Report under Condition no. 9.00)

Remarks(if any)

Compliance Status(Put in theappropriate )

Complied Not CompliedTitle

Condi-tionNo.

Board of DirectorsSize of the Board of Directorshe total number of members of a company's Board of Directors (hereinafter referred to as "Board") shall not be less than 5 (five) and more than 20 (twenty).Independent DirectorsAt least one fifth (1/5) of the total number of directors in the company's Board shall be Independent directors; any fraction shall be considered to the next integer or whole number for calculating number of independent director(s);For the purpose of this clause "Independent director" means a director- who either does not hold any share in the company or holds less than one percent (1 %) shares of the total paid-up shares of the company;who is not a sponsor of the company or is not connected with the company's any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship and his or her family members also should not hold above mentioned shares in the company.who has not been an executive of the company in immediately preceding 2 (two) financial years;who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary or associated companies;who is not a member or TREC (Trading Right Entitlement Certificate) holder, director or officer of any stock exchange;who is not a shareholder, director excepting independent director or officer of any member or TREC holder of stock exchange or an intermediary of the capital market;who is not a partner or executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company's statutory audit firm or audit firm engaged in internal audit services or audit firm conducting special audit or professional certifying compliance of this Code;who is not be an independent director in more than 05 (five) listed companies;who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan or any advance to a Bank or a Non- Banking Financial Institution (NBFI); andwho has not been convicted for a criminal offence involving moral turpitude;The independent director(s) shall be appointed by the Board and approved by the shareholders in the Annual General Meeting (AGM);The post of independent director(s) cannot remain vacant for more than 90 (ninety) days; and The tenure of office of an independent director shall be for a period of 3 (three) years, which may be extended for 1 (one) term only.Qualification of Independent DirectorIndependent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial laws, regulatory requirements and corporate laws and can make meaningful contribution to the business;Independent directors shall have following qualifications:Business leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk. 100 million or any listed company or a member of any national or international chamber of commerce or business association; or

1.1.11 (1)

1.21(2) (a)

1(2) (b)1(2) (b) (i)

1(2) (b)(ii)

1(2)(b) (iii)

1(2)(b) (iv)

1(2)(b) (v)

1(2)(b) (vi)

1(2)(b) (vii)

1(2)(b) (viii)1(2)(b) (ix)

1(2) (b) x)1(2) (c)

1(2) (d)

1(2) (e)

1.31(3) (a)

1(3) (b)1(3) (b) (i)

Not similarqualifications.

34

Remarks(if any)

Compliance Status(Put in the

appropriate column)Complied Not Complied

TitleCondi-

tionNo.

Corporate leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of Tk. 100 million or of a listed company; orFormer official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, who has at least educational background of bachelor degree in economics or commerce or business or law; orUniversity Teacher who has educational background in Economics or Commerce or Business Studies or Law; orProfessional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or Chartered Financial Analyst or Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification;The independent director shall have at least 10 (ten) years of experiences in any field mentioned in clause (b);In special cases, the above qualifications or experiences may be relaxed subject to prior approval of the Commission.

The positions of the Chairman of the Board and the Managing Director and/or Chief Executive Officer (CEO) of the company shall be filled by different individuals; The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company;The Chairperson of the Board shall be elected from among the non-executive directors of the company;The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director and/or the Chief Executive Officer;In the absence of the Chairperson of the Board, the remaining members may elect one of themselves from non-executive directors as Chairperson for that particular Board's meeting; the reason of absence of the regular Chairperson shall be duly recorded in minutes.The Director's Report to the ShareholdersIndustry outlook and possible future developments in the industry; Segment-wise or product-wise performance; Risk and concerns including internal and external risk factors, threat to sustainability and negative impact on environment, if any;A discussion on Cost of Goods Sold, Gross Profit Margin and Net Profit Margin, where applicable;Discussion on continuity of any Extra-Ordinary activities and their implications (gain or loss); A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions;A statement of utilization of proceeds raised through public issues, rights issues and/or any other instruments;An explanation if the financial results deteriorate after the company goes for initial Public Offering (IPO), Repeat Public Offerings (RPO), Rights Share Offer, Direct Listing, etc.;An explanation on any significant variance that occurs between Quarterly Financial performances and Annual Financial Statements;A statement of remuneration paid to directors including independent directors;

A statement that the financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity;A statement of proper books of account of the issuer company have been maintained;A statement that appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment;

1(3)(b) (ii)

1(3)(b) (iii)

1(3)(b) (iv)

1(3)(b) (v)

1(3) (c)

1(3) (d)

1.41 (4) (a)

1 (4) (b)

1 (4) (c)

1 (4) (d)

1 (4) (e)

1.51 (5) (i)1 (5) (ii)1 (5) (iii)

1 (5) (iv)

1 (5) (v)

1 (5) (vi)

1 (5) (vii)

1 (5) (viii)

1 (5) (ix)

1 (5) (x)

1 (5) (xi)

1 (5) (xii)1 (5) (xiii)

No such issues arrived.




No Remuneration paidto independent

Director.

Not Applicable.

Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive officer




35

Remarks(if any)



TitleCondi-

tionNo.

A statement that International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed;A statement that the system of internal control is sound in design and has been effectively implemented and monitored;A statement that minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have effective means of redress;A statement that there are no significant doubts upon the issuer company's ability to continue as a going concern, If the issuer company is not considered to be a going concern, the fact along with reasons there of should be disclosed;An explanation that significant deviations from the last year's operating results of the issuer company shall be highlighted and the reasons thereof should be explained;A statement where key operating and financial data of at least preceding 5 (five) years shall be summarized;An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year;Board's statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend;The total number number of Board meetings held during the year and attendance by each director;

Parent or Subsidiary or Associate Companies and other related parties (name wise details);Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and Compliance and their spouses and minor children (name wise details)Executives; andShareholders holding ten percent (10%) or more voting interest in the company (name wise details);

A report on the pattern of shareholding disclosing the aggregate number of shares (along with name wise details where stated below) held by:

In case of the appointment or reappointment of a director, a disclosure on the following information to the shareholders:

A management's Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company's position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:

1 (5) (xiv)

1 (5) (xv)

1(5) (xvi)

1(5) (xvii)

1(5) (xviii)

1(5) (xix)

1(5) (xx)

1(5) (xxi)

1(5) (xxii)

1(5) (xxiii)

No suchissues arrived.

Not applicable.

No doubt aboutgoing concern.

No interim dividenddeclared.

1(5)(xxiii) (a)

1(5)(xxiii) (b)

1(5)(xxiii) (c)1(5)(xxiii) (d)

1(5) (xxiv) 1(5)(xxiv) (a) 1(5)(xxiv) (b)1(5)(xxiv) (c)

1(5) (xxv)

1(5)(xxv) (a) 1(5)(xxv) (b)

1(5)(xxv) (c)

1(5)(xxv) (d)

1(5)(xxv) (e)1(5)(xxv) (f)

1(5)(xxv) (g)

1(5) (xxvi)

1(5) (xxvii)

a brief resume of the director;nature of his or her expertise in specific functional areas; andnames of companies in which the person also holds the directorship and the membership of committees of the Board;

accounting policies and estimation for preparation of financial statements;changes in accounting policies and estimation, if any, clearly describing the effect on financial performance or results and financial position as well as cash flows in absolute figure for such changes;comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for current financial year with immediate preceding five years explaining reason thereof;compare such financial performance or results and financial position as well as cash flows with the peer industry scenario;briefly explain the financial and economic scenario of the country and the globe;risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation plan of the company; andfuture plan or projection or forecast for company's operation, performance and financial position, with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM;Declaration or certification by the CEO and CFO to the Board as required under condition no. 3(3) shall be disclosed as per Annexure - A; andThe report as well as certificate regarding compliance of conditions of this code as required under condition no. 9 shall be disclosed as per Annexure - B and Annexure - C.

36

Remarks(if any)



TitleCondi-

tionNo.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.


1.61(6)

1.71(7) (a)

1(7) (b)

2 (a)

2 (b)

2 (c)

2 (d)

2 (e)

Meeting of the Board of DirectorsThe company shall conduct its Board meetings and record the minutes of the meetings as well as keep required books and records in line with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Code.

The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition no. 6, for the Chairperson of the Board, other board members and Chief Executive Officer of the company;The Code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency.

Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company;At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company;The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company;The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also;The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company.

The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC);The positions of the Managing Director or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals; The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time;The Board shall clearly define respective roles, responsibilities and duties of the CFO, HIAC and the CS;The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).

2 Governance of Board of Directors of Subsidiary Company

3 Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS)3.1 Appointment3 (1) (a)

3 (1) (b)

3 (1) (c)

3 (1) (d)

3 (1) (e)

These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; andThese statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards and applicable laws;The MD or CEO and CFO shall certify that there are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violation of the company's code of conduct for the company's Board or its members;The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.

3.3 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)3 (3) (a) The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief:3 (3) (a) (i)

3 (3) (a) (ii)

3 (3) (b)

3 (3) (c)

The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board, provided that the CS, CFO and/or the HIAC shall not attend such part of a meeting of the Board of Directors which involves consideration of an agenda item relating to their personal matters.

3.2 Requirement to attend the board meetings3 (2)

Code of Conduct for the Chairperson, other Board members and Chief Executive Officer

37

Audit committee; andNomination and Remuneration Committee.

4 Board of Directors' Committee For ensuring good governance in the company, the Board shall have at least following sub-committees:4 (i)4 (ii)

The company shall have an Audit Committee as a sub-committee of the Board;The Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business;The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth in writing.

5 Audit Committee5.1 Responsibility to the Board of Directors5 (1) (a)5 (1) (b)

5 (1) (c)

Remarks(if any)



TitleCondi-

tionNo.


5 (2) (a)5 (2) (b)

5 (2) (c)

5 (2) (d)

5 (2) (e)5 (2) (f)

The Audit Committee shall composed of at least 3 (three) members;The Board shall appoint members of the Audit Committee who shall be non-executive directors of the company excepting Chairperson of the Board and shall include at least 1 (one) Independent Director;All members of the audit committee should be "financially literate" and at least 1 (one) member shall have accounting or related financial management background and 10 (ten) years of such experience;When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before expiration of the term of services, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee;The Company Secretary shall act as the Secretary of the Committee;The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

5.2 Constitution of the Audit Committee


5 (3) (a)

5 (3) (b)

5 (3) (c)

The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee, who shall be an Independent Director;In absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for the particular meeting, in that case there shall be no problem of constituting a quorum as required under condition no. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes. Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM).

5.3 Chairperson of the Audit Committee

5 (4) (a)

5 (4) (b)

The Audit Committee shall conduct at least 04 (Four) meetings in a financial year: provided that any emergency meeting in addition to regular meeting may be convened at the request of any one of the members of the Committee;The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two third of the members of the Audit Committee, whichever is higher, where presence of an independent director is a must.

5.4 Meeting of the Audit Committee

5 (5) (a)5 (5) (b)5 (5) (c)

5 (5) (d)5 (5) (e)

5 (5) (f)

5 (5) (g)

Oversee the financial reporting process;monitor choice of accounting policies and principles;monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;Oversee hiring and performance of external auditors;hold meeting with the external or statutory auditors for review the annual financial statements before submission to the Board for approval or adoption;review along with the management, the annual financial statements before submission to the board for approval;review along with the management, the quarterly and half yearly financial statements before submission to the board for approval;

5.5 Role of Audit Committee

38

6.16 (1) (a)

6 (1) (b)

6 (1) (c)

Responsibility to the Board of DirectorsThe company shall have a Nomination an Remuneration Committee (NRC) as a sub-committee of the Board;The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executives as well as policy for formal process of considering remuneration of directors, top level executive;The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition no. 6 (5) (b).

6 Nomination and Remuneration Committee (NRC)

6 (2) (a)

6 (2) (b)6 (2) (c)6 (2) (d)6 (2) (e)

The Committee shall compromise of at least three members including an independent director;All members of the Committee shall be non-executive directors;Members of the Committee shall be nominated and appointed by the Board;The Board shall have authority to remove and appoint any member of the committee;In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee;

6.2 Constitution of the NRC

5 (5) (h)5 (5) (i)

5 (5) (j)5 (5) (k)

5 (5) (l)

5 (5) (m)

No suchrequirements arises.

Remarks(if any)



TitleCondi-

tionNo.

review the adequacy of internal audit function; review Management's Discussion and Analysis before disclosing in the Annual Report;Review statement of all related party transaction submitted by the management;Review Management Letters or Letter of Internal Control weakness issued by statutory auditors;oversee the determination of audit fees based on scope and magnitude, level of expertise developed and time required for effective audit and evaluate the performance of external auditors; andoversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Right Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission; provided that the management shall disclose to the Audit Committee about the uses or applications of the proceeds by major category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis, as a part of their quarterly declaration of financial results. Provided further that on the annual basis, the company shall prepare a statement of the proceeds utilized for the purposes other than those stated in the offer document or prospectus for publication in the Annual Report along with the comments of the Audit Committee.

The Audit Committee shall report on its activities to the Board.

5.6 Reporting of the Audit Committee 5.(6) (a) Reporting to the Board of Directors

5 (6) (a) (i)5(6) (a) (ii)5(6)(a)(ii) (a)5(6)(a)(ii) (b)

5(6)(a)(ii) (c)

5(6)(a)(ii) (d)

report on conflicts of interests;suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process or in the financial statements;suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations; andany other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately.

The Audit Committee shall immediately report to the Board of Directors on the following findings, if any:No such issues arrived.No such issues arrived.



5 (6) (b)

5.7

Reporting to the authorities: If the Audit Committee has reported to the Board about anything which has material impact on the financial condition and results of operation and has discussed with the Board and the management that any rectification is necessary and if the Audit Committee finds that such rectification has been unreasonably ignored, the Audit Committee shall report such finding to the Commission, upon reporting of such matters to the Board for three times or completion of a period of 6 (six) months from the date of first reporting to the Board, whichever is earlier.Reporting to the Shareholders and General Investors: Report on the activities carried out by the Audit Committee, including any report made to the Board under condition no. 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company.

No suchsituation arrived.

39

Remarks(if any)



TitleCondi-

tionNo.

The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;The Company Secretary shall act as the Secretary of the Committee;The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director's fees or honorarium from the company.Chairperson of the NRCThe Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director;In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;The chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders; provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the annual general meeting (AGM) for answering the shareholder's queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM.



No suchrequirement arrived.

6 (4) (a)6 (4) (b)

6 (4) (c)

6 (4) (d)

6.56 (5) (a)

6 (5) (b)6(5)(b)(i)

6(5)(b)(i) (a)

6(5)(b)(i) (b)

6(5)(b)(i) (c)

6(5)(b) (ii)

6(5)(b) (iii)

6(5)(b) (iv)

6(5)(b) (v)

6(5)(b) (vi)

6 (5) (c)

The NRC shall conduct at least one meeting in a financial year;The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is a must as required under condition no. 6(2)(h);The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.Role of NRCNRC shall be independent and responsible or accountable to the Board and to the shareholders;NRC shall oversee, among others, the following matters and make report with recommendation to the Board:formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following:the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; andremuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals;devising a policy on Board's diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommended their appointment and removal to the Board;formulating the criteria for evaluation of performance of independent directors and the Board;identifying the company's needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; anddeveloping, recommending and reviewing annually the company's human resources and training policies;The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report.

6.4 Meeting of the NRC

6 (2) (f)

6 (2) (g)6 (2) (h)

6 (2) (i)

6.36 (3) (a)

6 (3) (b)

6 (3) (c)

Members of NRC arenot involved in any

such activities.

40

Remarks(if any)



TitleCondi-

tionNo.

appraisal or valuation services or fairness opinions; financial information systems design and implementation; book-keeping or other services related to the accounting records or financial statements;broker-dealer services; actuarial services; internal Audit services or special audit services;any service that the Audit Committee determines; audit or certification services on compliance of corporate governance as required under condition no. 9(1); andany other service that creates conflict of interest.No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; provided that spouse, son daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members. Representative of external or statutory auditors shall remain present in the Shareholders' Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders.

88 (1)

8 (2)

8 (3)99 (1)

9 (2)

9 (3)

Maintaining a website by the CompanyThe company shall have an official website linked with the website of the stock exchange.The company shall keep the website functional from the date of listing.The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchange(s).Reporting and Compliance of Corporate Governance The company shall obtain a certificate from a practicing Professional Accountant or Secretary (Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of conditions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting.The directors of the company shall state, in accordance with Annexure - C attached, in the directors' report whether the company has complied with these conditions or not.

77.17 (1) (i)7 (1) (ii)7 (1) (iii)

7 (1) (iv)7 (1) (v)7 (1) (vi)7 (1) (vii)7 (1) (viii)

7 (1) (ix)7.2

7.3

The issuer company shall not engage its external or statutory auditors to perform the following services of the company; namely:-External or Statutory Auditors

41

Annexure-“D”

The management of Quasem Industries Limited, continue the effort to run the business with high level of integrity, accountability & honesty. Quality of work, skilled human recourses is the main assets of the company. We have maintained the friendly work environment, good governance and comply all rules and regulations.The management also comply the all applicable rules and regulations for its financial information also preparing the financial statements. In additions to that the management states that-a) Appropriate accounting policies and estimation made for preparation of financial statements.b) There is no significant change in Accounting Policies and estimations that may impact on financial position and financial performance.c) Comparative analysis The comparative analysis of key components of Financial Statements given below.

d) Comparison of financial performance, financial position and cash flows with peer industries: Quasem Industries Limited is the manufacturing company in Bangladesh to produce different types of drycells batteries and High Pressure can and filling line for Body spray, Air freshener and other related products. Management analyze the financial performance and growth of the company with other related manufacturing company also analyze the domestic and international market scenario.

e) Financial and Economic scenario briefly explained in Managing Director’s message.f) Risks and concerns issues related to the financial statements given in the Directors’ report.

Particulars 2018-19 2017-18 2016-17 2015-16 2014-15 2013-14

Taka in Million

Turnover (Gross) 2,045.71 2,197.20 2,158.37 2,028.89 1,853.86 1,989.45Net Profit after tax 48.78 79.30 95.67 82.13 55.78 51.78

Earnings Per Share 0.83 1.51 1.82 2.03 1.52 1.55 Net Operating Cash Flow per Share 1.62 0.64 2.83 2.68 2.75 1.26

Tasvir Ul IslamManaging Director & CEO

Management’s Discussion and Analysis

[ Ref: CG 1(5) (xxv)]

42

Annexure – “E” Audit Committee Report for the Financial Year ended 2018-19As per notification of BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, The Audit Committee of Quasem Industries Limited was constituted a follows:

AUDIT COMMITTEEMr. Mir Mohammad Shahidullah Independent Director, ChairmanMr. Sameed Quasem DirectorMs. Nafisa Quasem DirectorMr. A.T.M. Jahangir Hasnat Company Secretary, Member Secretary

Function of the Audit Committee as Governed/ regulated by the Authority: Review the Annual Financial statement and recommended to approved for statutory purpose. Review Internal Audit Systems, monitoring the function of Internal Audit Department. Review the Implementation of significant issues as recommended to the Board. Review the function of the management policy system of governance Review any other Internal and external function for the sake of safe guard of investors interest.

Function/ Activities Carries Out By Audit Committee During The Year: Discussed and review the Annual Final statement before approved by Board. Review the Internal Audit Report regarding Annual Inventory and referred to the board/ management for implementation the recommendation. Review and monitoring the present internal control systems. Review the day to day function of internal audit department analyzes the audit objections, procedural deficiency and management system. Review the financial policy of the company.

Mir Mohammad Shahidullah Chairman, Audit Committee

43

Audit Committee Report for the Financial Year ended 2018-19As per notification of BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, The Audit Committee of Quasem Industries Limited was constituted a follows:

AUDIT COMMITTEEMr. Mir Mohammad Shahidullah Independent Director, ChairmanMr. Sameed Quasem DirectorMs. Nafisa Quasem DirectorMr. A.T.M. Jahangir Hasnat Company Secretary, Member Secretary

Function of the Audit Committee as Governed/ regulated by the Authority: Review the Annual Financial statement and recommended to approved for statutory purpose. Review Internal Audit Systems, monitoring the function of Internal Audit Department. Review the Implementation of significant issues as recommended to the Board. Review the function of the management policy system of governance Review any other Internal and external function for the sake of safe guard of investors interest.

Function/ Activities Carries Out By Audit Committee During The Year: Discussed and review the Annual Final statement before approved by Board. Review the Internal Audit Report regarding Annual Inventory and referred to the board/ management for implementation the recommendation. Review and monitoring the present internal control systems. Review the day to day function of internal audit department analyzes the audit objections, procedural deficiency and management system. Review the financial policy of the company.

BRIEF RESUME OF THE BOARD OF DIRECTORS

Annexure – “F”[ Ref: CG 1(5) (xxiv) (a) & (b) ]

DR. REYAN ANIS ISLAMDr. Reyan Anis Islam, the Chairperson of Quasem Industries Limited is one of the leading cardiologists in Bangladesh and also an inspiration to young woman all over Bangladesh looking to succeed in the professional arena. She is currently working as consultant specialized in interventional cardiology at United Hospital of Bangladesh.In addition to her work as a doctor, she takes keen interest in business activities, particularly in ensuring that Quasem Industries Limited maintains it strong sense of corporate social responsibilities.

MS. NAFISA QUASEMMs. Nafisa Quasem, a Director of the company is the eldest daughter of Mr. A.K.M. Mayeedul Islam. Ms. Nafisa Quasem obtained her diploma in Business & Marketing from Oxford Brooks University (UK). After completion of her education she joined the family business and rendered commendable contribution in the development and growth of the different projects of the company.

MR. TASVIR UL ISLAMMr. Tasvir Ul Islam, the Managing Director & CEO of Quasem Industries Limited, is a respected member of the Bangladeshi business community and the current Honorary Consul of Austria to Bangladesh. After obtaining his B.S. (Business Studies) Degree from the United States (University of Wisconsin) and HND (Business Administration) from the UK, Mr. Islam returned to Bangladesh in 1978 to lunch his business career. Joining as a Director of Quasem Group, Mr. Islam was initially heavily involved in groups’ textile projects. As Quasem Group began to slowly move out of the textile industry, Mr. Islam became more involved in the project he had founded in 1983, Quasem Drycells Limited. Under his leadership, QDL grew from being the newest and smallest battery company in Bangladesh to the largest and most dominant, almost eliminating all local competitors. A dynamic and extremely honest businessman, Mr. Islam is well respected amongst his peers in Bangladesh for his business acumen and for his unyielding honesty.

44

MR. SAMEED QUASEMMr. Sameed Quasem, a Director of the company is the eldest child and only son of Mr. Tasvir Ul Islam, the present Managing Director & CEO of Quasem Industries Limited.Mr. Quasem has been a member of the Board of Directors since 2007 and is presently working full time with the company in a number of capacities.Having obtained his Bachelor Arts in International Relations and Geography from Clark University, USA in 2009, Mr. Quasem returned to Bangladesh for three years during which he played important role in establishing Quasem Food Products Limited, a sister concern of Quasem Industries Limited. Mr. Quasem then returned to Clark University to pursue his MBA (Masters of Business Administration), which he completed in 2014.

MS. SAMIRA ROKAIYA QUASEMMs. Samira Rokaiya Quasem is the only daughter and youngest child of Mr. Tasvir Ul Islam, the current Managing Director and CEO of Quasem Industries Limited. Ms. Quasem completed her Bachelor of Arts in 2015 from the prestigious Macalester University in the USA; she studied Biochemistry and International Relations. Ms. Quasem has served on the Board of Directors since 2014 and is currently pursuing higher studies in the United States.

MR. MIR MOHAMMAD SHAHIDULLAHMir Mohammad Shahidullah is an Independent Director at Quasem Industries Limited. Now retired, he worked as Deputy Regional Director in a corporation before he joined the income tax department as Assistant Commissioner of Taxes in the year 1977. Mr. Shahidullah has almost three decades of experience working as a civil servant in the Tax Department of the National Board of Revenue. His distinguished career saw him serve as Assistant Commissioner of Taxes, Deputy Commissioner of Taxes, Joint Commissioner of Taxes and Additional Commissioner of Taxes between 1977 to 1997 before he was made Commissioner of Taxes. After serving for four years (1997 – 2001) as the Commissioner of Taxes, he continued as a member of Taxes Appellate Tribunal, under Ministry of Finance (Govt. of Bangladesh) until 2004 when he retired from service. Educated at Rajshahi University (Masters of Economics awarded in 1968), Mr. Shahidullah is a distinguished former civil servant and the presence, experience and knowledge he brings Board of Directors is a great honor and asset for the company.

45

Annexure – “G”[ Ref: CG 1(5) (xxiv) (c) ]

Companies other than Quasem Industries Limited in which QILDirectors Hold Directorship and Committee Membership

Dr. Reyan Anis Islam

Mr. Tasvir Ul Islam

Ms. Nafisa Quasem

Mr. Sameed Quasem

Ms. Samira Rokaiya Quasem

Mr. Mir Mohammad Shahidullah

Quasem Lamps Limited Quasem Food Products Limited Quasem Zinc Limited Sunlite Trading & Services LimitedAircraft Aviation & logistics LimitedQuasem Lamps Limited Quasem Food Products Limited Quasem Zinc Limited Sunlite Trading & Services LimitedAircraft Aviation & logistics LimitedQuasem Lamps Limited Quasem Food Products Limited Quasem Zinc Limited Quasem Lamps Limited Quasem Food Products Limited Quasem Zinc LimitedSunlite Trading & Services LimitedQuasem Lamps Limited Quasem Food Products LimitedQuasem Zinc LimitedNil

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Chairman, Audit Committee

Name of DirectorsSlNo.01.

02.

03.

04.

05.

06.

Directorship Member of the BoardCommittee

Annexure – “H”[ Ref: CG 1(5) (xxiii) ]

(a) Parent or subsidiary or associate companies and other related parties Quasem Industries Limited does not have any subsidiary companies. QIL only has invested in shares of Quasem Food Products Limited, which is its sister concern, as well as, associate company. The holding percentage of shares in QFPL is 21.67%. (b) Details of Directors, CEO, CS, CFO, HIAC; their Spouses and Minor Children

Report on Pattern of Shareholdings

Dr. Reyan Anis IslamMr. Tasvir Ul IslamMs. Nafisa QuasemMr. Sameed QuasemMs. Samira Rokaiya QuasemMr. Mir Mohammad ShahidullahMr. Md. Zakaria, FCA

Mr. A.T.M. Jahangir HasnatMr. Swapan Gobinda Nandy

ChairpersonManaging Director & CEO

DirectorDirectorDirector

Independent DirectorChief Financial Officer

Director & Company Secretary Head of Internal Audit and Compliance

Tasvir Ul IslamDr. Reyan Anis Islam

N/AN/AN/A

Hasna BanuFahmida Akter

Jobeda BegumBela Rani Singha

N/AN/AN/AN/AN/AN/A

N/AN/A

NameSl01.02.03.04.05.06.07.

08.09.

Position Spouse Minor Children

i) Zaedur Rahman Zarifii) Zobaedur Rahman Zabidiii) Abedur Rahman Ayon

46

Pattern of shareholding

(b) Directors and their pattern of shareholding:Dr. Reyan Anis Islam Chairperson 1,178,307 2.00Mr. Tasvir Ul Islam MD & Chief Executive Officer 5,579,219 9.48Ms. Nafisa Quasem Director 1,195,488 2.03Mr. Sameed Quasem Director 1,177,030 2.00Ms. Samira Rokaiya Quasem Director 1,178,562 2.00Mr. Mir Mohammad Shahidullah Independent Director - -CFO, CS and HIAC:Mr. Md. Zakaria, FCA Chief Financial Officer Nil -Mr. A.T.M. Jahangir Hasnat Director, CA & Company Secretary Nil -Mr. Swapan Gobinda Nandy Head of Internal Audit and Compliance (HIAC) 763 0.00(c) Executives:Mr. Mahbubul Alam Director & COO 316 0.00Air Vice Marshal Mirza A.Maruf (Retd.) Director -Sales Nil -Mr. Md. Mustafa Kamal GM (Production, Unit 1& 2) Nil -Mr. Mashuq Ul Alam GM (Marketing) 5,550 0.01Mr. Taimur M. Arif DGM (Production, Unit-3) Nil -(d) Shareholders Holding 10% More Interest: Mrs. Khadiza Shamim Sponsor 6,989,762 11.88

Category of Shareholders Designation No. ofShares

% ofHolding

Dr. Reyan Anis IslamMr. Tasvir Ul IslamMr. Anwarul IslamMs. Nafisa QuasemMr. Sameed QuasemMs. Samira Rokaiya QuasemMr. Mir Mohammad Shahidullah

13131313131313

12120813120109

Mr. Mahbubul Alam, COOMd. Zakaria FCA, CFOMr. A.T.M. Jahangir Hasnat, CS

131313

131313

Name of Directors No. of Meeting held No. of Meeting Attendance

Shareholding Information as on 30 June 2019

Sponsors/ Directors 11 17,655,206 30.00General Public 12,701 28,152,953 47.84Institute 300 13,039,227 22.16Total 13,012 58,847,386 100

Category No. of Shareholders No. of Shares % of Holding

COO, CFO & CS

The total number of Board meeting held during the year and the attendance thereof is given in below mentioned table.

Annexure – “I”The Total Number of Board Meetings Held and Attendance [ Ref: CG 1(5) (xxii) ]

47

Annexure – “J”

[ Ref: CG 6(4) (a), 6(4)(c) ]

Mr. Mir Mohammad ShahidullahMr. Tasvir Ul Islam Mr. Sameed QuasemMr. A.T.M. Jahangir Hasnat

01010101

01010101

Name of Directors No. of Meeting held No. of Meeting Attendance

The total number of NRC meeting held during the year and the attendance thereof is given in below mentioned table.

[ Ref: CG 6(1) (a), 6(2) (a,b), 6(3)(a)]

Mr. Mir Mohammad Shahidullah Independent Director, ChairmanMr. Tasvir Ul Islam Managing Director & CEO Mr. Sameed Quasem DirectorMr. A.T.M. Jahangir Hasnat Director, CA & Company Secretary Member Secretary

Nomination & Remuneration Committee

As per notification of BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, The Nomination & remuneration Committee (NRC) of Quasem Industries Limited was constituted as follows:

[ Ref: CG 6(5) (c)]

Policy, evaluation criteria and activities of NRC (At a Glance)

• Identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommended their appointment and removal to the Board;

• Formulating the criteria for evaluation of performance of independent directors and the Board;• Identifying the company's needs for employees at different levels and determine their selection,

transfer or replacement and promotion criteria; and• Developing, recommending and reviewing annually the company's human resources and training

policies;

Nomination & Remuneration Committee

The total number of NRC meetings held and attendance

49

Auditor's Report&

Audited Financial Statements

50

Independent Auditor’s ReportTo the Shareholders of Quasem Industries Limited

Report on the Audit of the Financial StatementsOpinionWe have audited the financial statements of Quasem Industries Limited (the ‘Company’), which comprises the statement of financial position as at 30 June 2019, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give true andfair view of the financial position of the Company as at 30 June 2019, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit MattersRevenue Recognition criteria

Our Response to KAM

Revenue from the sale of goods is measured/ recognized at the fair value of the consideration received or receivable, net of returns and discounts. Revenue is recognized when significant risks and ownership has been transferred which usually occurs at the time of delivery of goods along with invoice.

In order to obtain the completeness, accuracy and correctness Of the revenue, we have tested the following key control activities:• Calculating the completeness of total sales, return, discounts and VAT;• Segregation of duties in invoice creation and modification• Timing of revenue recognition;• Recording system of revenue.• Verify the bank deposits cross checked with Challan on test basis.• Verify the respective Mushak Challan, VAT return to confirm the payment of VAT against sales and aggregated sales value.

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Key Audit Matters Our Response to KAM

The Company had inventory of Tk. 499,312,362 at 30 June 2019, held in distribution centers and factory premises. Weighted average method is used for inventory valuation.

Our substantive procedures is relating to the revenue recognition comprises the following: • Obtaining supporting documents for sales transactions• Verify the invoice with ledger as sampling basis and related accounting entries. • Verify the journals posted in the accounting system; and• Verify the appropriateness, correctness and presentation of disclosures against relevant accounting standards.

In order to obtained assurance over relevance and appropriateness in calculating the value of the inventory. We focused on the following key control activities:• Evaluating the design and implementation of key inventory controls operating across the Company.• Attending inventory counts and reconciling the count results to the inventory listings to test the completeness of data;• Attend the physical verification of inventory.• Reviewing the historical accuracy of inventory valuation.• Applying professional skepticism to the completeness of inventory recording, assessing actual and forecast sales of inventory and tested the slow moving/absolute inventory.

Our substantive procedure in relating to the inventory valuation are as follows:• Verify the recording system of inventory and confirm the opening balance of all items of inventory value.• Verify the receiving and consumption of inventory with Challan and MRR on test basis.• Test/verify the Sales Challan with finished goods stock register on test basis.• Test basis checking on accounting records relating to inventory purchase and finished goods sales.

See Note no. 3.15 and 24 of the Financial Statements.

Valuation of Inventory

See Note no. 2.8, 3.10 and 11 of the Financial Statements.

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Property, plant and equipment, excluding land building, are measures at cost less accumulated depreciation and accumulated impairment losses. Land and building are measured at revaluated amount. The cost of an item of property, plant and equipment comprises its purchases price, import duties and non-refund-able taxes (after deducting trade discount and rebates) and any costs directly attributable to bring the assets to the location and condition necessary for it to be capable of operating in the intended manner.

In order to obtain the completeness and accuracy of the measurement of Property, plant & equipment, we have tested the following key control activities:• Attends the physical verification of fixed assets.• Checking fixed asset register for property, plant and equipment.• Assessed the legal right and obligations of plant & machinery.• Assessed the control activities of assets.Our substantive procedure in relating to the property, plant and equipment recognition and measurements are following:• Checked the purchase and adjustments with relevant bills and vouchers.• Verify the hard copy of fixed asset register.• Verify the calculation process of depreciation.• Checked the appropriateness of presentation and disclosure.

Deferred tax has been recognized due to temporary difference of taxable depreciation and accounting depreciation in compliance of IAS-12.

In order to obtain the completeness and correctness of the deferred tax, we have tested the following key control activities:• Assessed the completeness and accuracy of the data used for the estimations/ calculation of future taxable expenses.• Assessed the key assumptions, controls, recognition andmeasurement of deferred tax.Our substantive procedure in relating to the deferred tax measurements are following:• Tested the calculation of tax based depreciation

and accounting based depreciation.• Verify the procedure of deferred tax calculation and recognition.• Assessed the appropriateness of presentation and disclosures against IAS 12.

Recognition and Measurement of Property, Plant & Equipment

Key Audit Matters Our Response ot KAM

See Note no. 3.3 and 04 of the Financial Statements. Measurement of Deferred Tax liability

See Note no. 3.20.2, 18 and 20 of the Financial Statements. Recognition and Measurement of Material PurchaseMaterial purchase is recognized when the material is received or MRR has been issued. Generally MRR has been issued after quality checked by Quality Control Department.

In order to obtain the completeness, accuracy and correctness of the material purchase, we have tested the following key control activities:• Assessed the procedure of material purchase requisition along with approval rate sheet and quotation.

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See Note no. 32.02, 25 of the Financial Statements. Employees’ Salary and Wages

• Checked procurement policy correctly followed or not.• Assessed determination of purchase order quantity effective or not.• Verify the recognized vendor for material purchase.

Salary and wages are measured on accrual basis and its allocation in accordance with cost center. Salary and wages cost is measured when it is paid or payable or paid in advance.

In order to obtain the accuracy, completeness and correctness of the recording of employee’s salary and wages, we have followed the following key control activities:• Assessed the provision of salary and wages. • Checking salary approval by authorized person.• Assessed the salary budget, requisition and calculation.• Assessed properly transfer with bank or cash compare to salary statement.• Assessed the allocation of salary and wages to the cost center appropriately or not.Our substantive procedure in relating to the total salary and wages cost are as follows:• Verify the provision and payment of total salary and wages.• Checked the salary calculation with salary scale and budget.• Tested the salary statement and voucher properly or advance payment of salary, if any. • Verify the deduction against salary, like Tax, Advance Salary etc.

Our substantive procedures is relating to the material purchase comprises following:• Verify all L/C related documents for imported purchase.• Verify the payment against bill.• Verify work order along with approved rate sheet.• Checked bill ,Challan and MRR with work order and accounting records.• Verify material quantity in MRR with stock register and Challan.• Verify Tax VAT issue when payment made.

See Note no. 3.24, 25-27 of the Financial Statements. IT Systems and ControlsOur audit procedures have a focus on information technology systems and controls due to the pervasive nature and complexity of the IT environment, the large volume of transactions processed in numerous locations daily and the

We have tested the design and operating effectiveness of the Company’s IT access controls over the information systems that are critical to financial reporting. We tested IT general controls (logical access, changes management and aspects of IT operational controls). This included testing that


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reliance on automated and IT dependent manual controls.

Information Other than the Financial Statements and Auditor’s Report ThereonManagement is responsible for the other information. The other information comprises the Directors’ Report, Information relating to Corporate Governance Compliance which we could not obtain prior to the date of this auditor’s report and the company’s Annual Report, which is expected to be made available to us after that date.Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, basedon the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements and Internal controlsManagement is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or errorand are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

requests for access to systems were appropriately reviewed and authorized.Our areas of audit focus included user access management, developer access to the production environment and changes to the IT environment. These are key to ensuring IT dependent and applicationbased controls are operating effectively.In addition, weunderstood where relevant, changes weremade to the IT landscape during the auditperi-od and tested those changes that had significant impact on financial reporting.


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• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to out weigh the public interest benefits of such communication.

Report on other Legal and Regulatory RequirementsIn accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we also report the following:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof;

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appeared from our examination of these books;

c) The Statement of financial position and statement of profit or loss and other comprehensive income dealt with by the report are in agreement with the books of accounts and returns; and

d) The expenditure incurred was for the purposes of the Company’s business.

Dated: Dhaka.22 October 2019

Md. Shirazul Islam Khan, FCAShiraz Khan Basak & Co.Chartered Accountants

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Quasem Industries LimitedStatement of Financial Position

As at 30 June 2019

ASSETS NotesNon-Current Assets 2,254,589,035 2,070,190,732Property, Plant and Equipment 4.00 2,193,444,556 1,936,226,055Capital Work in Progress 5.00 38,173,942 105,515,253Intangible Assets 6.00 796,500 796,500Investments 7.00 16,517,344 16,517,344Other Assets 8.00 651,861 2,822,574Advances, Deposits and Prepayments 9.00 5,004,832 8,313,007Current Assets 724,770,446 672,324,847Advances, Deposits and Prepayments 10.00 77,498,596 51,922,300Inventories 11.00 499,312,362 540,977,982Trade and Other Receivables 12.00 67083812 36,494,639Advance Income Tax 13.00 49,340,140 28,678,819Cash and Cash Equivalents 14.00 31,535,536 14,251,107TOTAL ASSETS 2,979,359,481 2,742,515,579EQUITY AND LIABILITIES Shareholders’ Equity 1,952,844,871 1,904,414,220Share Capital 15.00 588,473,860 525,423,080Share Premium 16.00 198,000,000 198,000,000Reserve and Surplus 17.00 251,827,948 254,307,872Revaluation Surplus 18.00 914,543,063 926,683,268Total equity 1,952,844,871 1,904,414,220 Non-Current Liabilities 307,732,010 178,205,187Term Loan 19.00 4,265,993 12,767,784Deferred Tax Liability 20.00 169,320,881 165,437,403Lease Liability 134,145,136 -Current Liabilities 718,782,600 659,896,172Trade and Other Payables 21.00 84,669,774 65,268,254Accruals and Provisions 22.00 60,930,886 54,996,566Short Term Loan & Bank Overdrafts 23.00 543,670,595 531,129,575Current Portion of Long Term Loan 19.00 8,501,784 8,501,777Current Portion of Lease Liability 21,009,561 -TOTAL EQUITY AND LIABILITIES 2,979,359,481 2,742,515,579Number of Share Used to Calculate NAV 15.00 58,847,386 58,847,386Net Asset Value per Share 32.09 33.18 32.36

30-June-2019 30-June-2018Amount in BDT

The accompanying notes form an integral part of these Financial Statements.


Managing Director/CEO

Shiraz Khan Basak & Co.Chartered Accountants

Director

Director, CA & Company Secretary

Chairperson

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Notes

Quasem Industries Limited Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2019

Turnover 24.00 1,855,505,333 2,015,562,381Cost of Goods Sold 25.00 1,515,657,352 1,649,696,618Gross Profit 339,847,981 365,865,763Operating Expenses 248,597,251 244,055,571Administrative Expenses 26.00 129,694,444 118,761,433Selling and Distribution Expenses 27.00 118,902,807 125,294,138Profit after Operating Expenses 91,250,730 121,810,191Finance Cost 28.00 55,498,560 41,071,289Profit after Finance Cost 35,752,170 80,738,902Distribution Service Charges 30,345,525 29,093,573 Net Profit from Operation 66,097,695 109,832,475

Non Operating Income 2,236,616 1,466,164Income From Dividend 2,177,953 1,444,277Other Income 29.00 58,663 21,887Net Profit before WPPF 68,334,311 111,298,640Contribution to WPPF 3,254,015 5,564,932Net Profit before Tax 65,080,296 105,733,708

Income Tax Expenses 30.00 16,270,074 26,433,427Current Tax 8,339,861 19,991,880Deferred Tax 7,930,213 6,441,547Net Profit for the Year 48,810,222 79,300,281

Unappropriated Surplus brought Forward (Re-stated) 31.00 77,009,490 65,186,296Surplus Available for Appropriation 125,819,712 144,486,577

Other Comprehensive Income - -Total Comprehensive Income 48,810,222 79,300,281

Number of Share Used to Calculate EPS 15.00 58,847,386 58,847,386EPS Basic/Diluted 32.09 0.83 1.35

2018-2019 2017-2018Amount in BDT

The accompanying notes form an integral part of these Financial Statements.


Managing Director/CEODirector



Chairperson

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Quasem Industries LimitedStatement of Changes in Equity

For the year ended 30 June 2019Amount in BDT

Particulars

Balance as at 01.07.2017 445,273,790 198,000,000 939,256,266 225,547,446 19,717,262 1,827,794,764

TotalReserve & Surplus

RetainedEarnings

OtherReserve

ShareCapital

SharePremium

RevaluationSurplus

Net Profit for the YearRestated Profit adjustmentRevaluation Reserve RealizedDeferred Tax for RevaluationSurplus realizedDividend (Stock )Balance as at 30.06.2018

- - - -

80,149,290

525,423,080

- - - -

-

198,000,000

- -

(12,572,997) -

- 926,683,268

79,300,281 (6,871,829) 12,572,997

4,190,999

(80,149,290)234,590,610

- - - -

-

19,717,262

79,300,281 (6,871,829)

- 4,190,999

- 1,904,414,220

Balance as at 01.07.2018 525,423,080 198,000,000 926,683,268 234,590,610 19,717,262 1,904,414,220 Net Profit for the YearRestated Profit adjustmentRevaluation Reserve RealizedDeferred Tax for RevaluationSurplus realizedDividend (Stock )Balance as at 30.06.2019

- - - -

63,050,770 588,473,860

- - - -

- 198,000,000

- - - -

-

19,717,262

- -

(12,140,205)-

- 914,543,063

48,810,222 (4,426,317) 12,140,205

4,046,735

(63,050,770) 232,110,685

48,810,222 (4,426,317)

- 4,046,735

- 1,952,844,871





Chairperson

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Quasem Industries LimitedStatement of Cash Flows


A) Cash Flows from Operating Activities: Collection from customers 2,024,385,426 2,241,741,191 Received from Operating income : Distribution service charge 21,826,104 26,241,100 Other Income 58,663 21,887 Payment to Supplier & Employees (1,689,977,089) (1,976,521,452) Bank Interest and Charges Paid (55,498,560) (41,071,289) VAT and Supplementary Duty Paid (184,594,153) (187,861,394) Income Tax Paid or Deducted at Source (20,661,321) (28,661,706) Net cash flow from/(used in) Operating Activities 95,539,070 33,888,337

B) Cash Flows from Investing Activities: Acquisition of fixed assets (54,609,084) (87,473,277) Acquisition of CWIP (29,073,240) (36,211,690) Advance paid for PPE (39,500) (4,641,825) Dividend Received 1,427,953 1,444,277 Intangibles - (796,500) Net cash flow from/(used in) Investing Activities (82,293,871) (127,679,015)

C) Cash flows from financing activities: Short term and Bank OD Received / (Refund) 12,541,020 70,363,391 Bank loan (Auto Loan) Received / (Refund) (8,501,791) (7,450,634) Dividend paid - (16,764) Net cash flow from/(used in) Financing Activities 4,039,229 62,895,993 Net Cash Surplus/(Deficit) for the Year (a+b+c) 17,284,429 (30,894,685) Cash & Bank Balances at the beginning of the Year 14,251,107 45,145,792 Cash & Bank Balances at the end of the Year 31,535,536 14,251,107 Net Cash Surplus/(Deficit) for the Year 17,284,429 (30,894,685)

Number of Share Used to Calculate NOCFPS 58,847,386 58,847,386 Net Operating Cash Flow Per Share 1.62 0.58

2018-2019 2017-2018Amount in BDT





Chairperson

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Quasem Industries LimitedNotes to the Financial StatementsFor the Year Ended 30 June 2019

1. Reporting entity1.1 Company Profile:

Quasem Industries Limited, a public company limited by shares, was incorporated in Bangladesh on 14 June, 1980 under the Companies Act 1913 and obtained the Certificate of Commencement of Business from the Registrar of Joint Stock Companies (RJSC) on the same date. Its shares are listed on the Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE).The Board of Directors meeting held on 17 Oct 2017 and subsequent approval of 36th AGM held on 08 November 2017, the name of Company has been changed to Quasem Industries Limited due to diversification of business activities.

1.2 Nature of Business Activities:The company owns and operates a modern Drycells factory and produces UM-1 and UM-3, UM-4 Metal Jacket, Vinyl Jacket Batteries, Flash Light, Air Fresheners, Battery operated products, Aluminum can and body spray under the brand name of “Wave” and sales the same in the local markets, marketing and distributing the products of Quasem Food Products Limited and Quasem Lamps Limited.

1.3 Investment in Associates:An entity in which an investor has significant influence but which is neither a subsidiary nor an interest in a joint venture is classified as Investment in Associates. Quasem Industries Limited acquired 21.67% of shares of Quasem Food Products Limited which was incorporated in 13 May 2005; vide Reg. No.-C-57311(3994)/05 under the Companies Act, 1994 as a Private Limited Company.

1.4 Date of Authorization:The financial statements of Quasem Industries Limited for the year ended 30 June 2019 were authorized for issue in accordance with a resolution of the Board of Directors on 22 October 2019.

1.5 Reporting Period:The reporting period of the company covers one year from 01 July 2018 to 30 June 2019.

2. Basis of presentation of Financial Statements2.1 Basis of Measurement of Elements of Financial Statements:

Measurement is the process of determining the monetary amounts at which the elements of the financial statements are to be recognized and carried in the statement of financial position and profit or loss and other comprehensive income. The measurement basis adopted by Quasem Industries Limited is historical cost for land, building and plant and machinery which are stated at revalued amount, inventories are at the lower of cost and net realizable value. Liabilities are recorded at the amount of proceeds received in exchange for the obligation, or in some circumstances (for example, income taxes), at the amounts of cash or cash equivalents expected to be paid to satisfy the liability in the normal course of business.

2.2 Statement of Compliance with Laws:The Financial Statement have been prepared in accordance with the relevant laws and schedule of the SEC Rules 1987, the listing Regulation of the Dhaka Stock Exchange Limited, 1996 and of the Companies Act, 1994 and other relevant local laws as applicable.

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2.3 Statement on Compliance of Accounting Standards: The financial statements have been prepared and presented in accordance with the applicable

International Accounting Standards (IAS) and International Financial Reporting Standard (IFRS) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB).

2.4 Application of Standards:The following IFRSs and IASs are applicable for the financial statements of the company for the year under audit:IFRS 1 First time adoption of International Financial Reporting StandardsIFRS 9 Financial InstrumentsIFRS 15 Revenue from contracts with customersIFRS 16 LeasesIAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowIAS 8 Accounting Policies, Changes in Accounting Estimates and ErrorsIAS 10 Events after the reporting PeriodIAS 12 Income TaxesIAS 16 Properties, Plant & EquipmentIAS 17 LeasesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 28 Investment in Associates and Joint VenturesIAS 33 Earnings per ShareIAS 36 Impairment of Assets IAS 37 Provisions, Contingent Liabilities and AssetsIAS 38 Intangible Assets

2.5 Going Concern:At each year end management of the Company makes assessment of going concern as required by IAS-1. The company has adequate resources to continue its operation for the foreseeable future and has wide coverage of its liabilities. The Directors continue to adopt going concern assumption while preparing the financial statements.

2.6 Currency Presentation:2.6.1 Functional and Presentational Currency and Level of Precision:

The financial statements are prepared in Bangladesh Taka (Taka/Tk./BDT) which is the Company's both functional currency and presentation currency. All financial information presented in Taka and has been rounded off to the nearest Taka.

2.6.2 Foreign Currency Translation:Foreign currencies have been translated into Taka currency at the ruling rate on the transaction dates. Monetary assets and liabilities are reconverted at the rates prevailing at the reporting period. Non –monetary assets and liabilities are reported using the exchange rate at date of transaction. Differences arising on conversion are changed to the Statement of Profit or Loss and Other Comprehensive Income.

2.7 Materiality and AggregationEach material class of similar items is presented separately in the Financial Statements. Items of a dissimilar nature or function are presented separately unless they are immaterial.

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2.8 Use of estimates and judgments:The preparation of financial statements in conformity with IAS/IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.In Particular, Information about significant areas of estimation and judgments in applying accounting policies that have the most significant affects on the amount recognized in the financial statements are described in the following notes: Note 04 Property, Plant and Equipments Note 20 Deferred tax -liabilities Note 11 Inventories valuation Note 12 and 21 Trade & other Receivables and Payables Note 22 Accruals and Provisions

2.9 Presentation of Financial StatementsThe presentation of these financial statements is in accordance with the guidelines provided by IAS 1: “Presentation of Financial Statements”. A complete set of financial statements comprises:The financial statement comprises of:(a) Statement of Financial Position as at 30 June 2019;(b) Statement of Profit or Loss and other Comprehensive Income for the year ended 30 June 2019;(c) Statement of Changes in Equity for the year ended 30 June 2019;(d) Statement of Cash Flows for the year ended 30 June 2019; and(e) Notes, comprising summary of significant accounting policies and explanatory information to the Financial Statements for the year ended 30 June 2019.

3. Summary of Significant Accounting Policies:The accounting policies set out below have been applied consistently (otherwise as stated) to all periods presented in these financial statements.

3.1 Accounting Convention and Basis:The financial statements have been prepared in accordance with International Accounting Standards (IAS), International Financial Reporting Standards (IFRS), Securities and Exchange Rules 1987, the Companies Act, 1994 and other laws and regulations applicable in Bangladesh.

3.2 Comparative Information:As required by the paragraph 38, 40, & 41 of IAS-1 “Presentation of Financial Statement”, comparative information in respect of the previous year has been presented in all numerical information in the financial statements. Previous year’s balances have been reclassified as and where applicable for the fair presentation of Financial Statements.

3.3 Property, plant and equipments3.3.1 Recognition and measurement:

Items of property, plant and equipment, excluding land building, are measurements at cost less accumulated depreciation and accumulated impairment losses, if any. Land and building are

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measured at revaluated amount. The cost of an item of property, plant and equipment comprises its purchases price, import duties and non-refundable taxes (after deducting trade discount and rebates) and any costs directly attributable to bring the assets to the location and condition necessary for it to be capable of operating in the intended manner.

3.3.2 Subsequent costs: The cost of replacing part of an item of property, plant, and equipment is recognized in the carrying

amounts if it is probable that the future economic benefits embodied within the part will flow to the company and its cost can be measured reliably. The costs of the day-to- day servicing of property, plant equipment recognized in the Statement of Profit or Loss and Other Comprehensive Income as incurred.

3.3.3 Depreciation:Depreciation on fixed assets is charged using ‘reducing balance’ method at the rates varying from 2% to 15%. Depreciation was charged as when assets were acquisition and commercial uses of respective assets.No depreciation is charged on land, capital work in progress, also any cost of assets transferred from CWIP and inventories on 30 June 2019. The rates depreciation, applied on reducing balance method, for the comprehensive years are as follows:

Particulars: 2018-2019 2017-2018 Land & Land Developments 0% 0% Building office 2% 2% Plant & Machinery 5% 5% Building Factory 2.5% 2.5% Tools & Equipment 15% 15% Office equipment 15% 15% Vehicles 10% 10%

3.3.4 Revaluation of Property, Plant and Equipments:The company made revaluation of the company’s Land and Land Developments, Building, Plant and Machinery and Head Office Building as of 30 June 1996 and 30 June 1997 & 20 December 2010 to reflect fair value thereof. The latest revaluation has been conducted by G. K Adjusters Ltd. The entity is a licensed Certified Surveyor Government of Bangladesh.

3.3.5 Capital Work-In-Progress:Property, plant and equipment under construction/acquisition have been accounted for as capital work-in-progress until construction/acquisition is completed and measured at cost.

3.3.6 Capitalized Borrowing Cost:Borrowing cost relating to acquisition of fixed asset, is capitalized as per International Accounting Standard (IAS-23) - Borrowing Cost at the weighted average cost of borrowing. However, capitalization of borrowing costs is ceased when acquisition of relevant asset is completed.

3.4 Impairment of Assets:At each Statement of Financial Position date, the company reviews of its assets to determine whether there is any indication of impairment as per IAS -36: Impairment of Assets. In March 2019, the Head Office building of the entity caught by horrible fire, which required to relocate the company’s Head office. Management & Owner’s Association of the building hardly trying to solve the all legal issues and repair the damage of the building to make it usable. During the year there was no indication of impairment of assets, as such no adjustment was given in the financial statement for impairment.

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3.5 Investment:Investment represents investment in shares in Central Depository Bangladesh Ltd. (CDBL) and Quasem Food Products Ltd. All investments are measured at cost.

3.6 Lease:3.6.1 Finance Lease:

Leases are classified as Finance lease whenever the terms of the lease transfer substantially all the risk and reward of the ownership to the lessee. Upon initial recognition, the leased assets are measured at an amount equal to the lower of its fair value and the present value of minimum lease payment. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to the cost.QIL recognized its leases hold machinery in Metal Product Unit (High Pressure Can) from operating lease to finance lease to comply the IFRS-16. Since the lease hold assets has been recognized as on 30th June 2019, no depreciation charged on the value of lease hold assets “Right of use Assets” during this year.

3.6.1.1 Depreciation: Depreciation is charged as per policy applicable for the owned assets of the Company.

3.6.1.2 Lease Payment:Minimum lease payments made under finance leases are apportioned between the finance expenses and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so to produce a constant periodic rate of interest on the remaining balance of the liability.

3.6.2 Operating Lease:All other leases are classified as operating lease. Payments made under operating leases are recognized in Statement of Profit or Loss and Other Comprehensive Income straight line basis over the term of the lease.

3.7 Intangible assets:3.7.1 Goodwill:

Goodwill represents the excess of the cost of the acquisition over the group’s interest in the net value of the identifiable assets and liabilities of the acquirer on the date of acquisition.

3.7.2 Software:Software that acquire by Group, which have finite useful lives, are measured as cost less accumulated amortization and accumulated impairment losses, if any.Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific assets to which it relates.

3.7.3 Patents, Design and TrademarksIntangible assets that are acquired by the Company have measured at cost less accumulated amortization and accumulated impairment losses, if any, incompliance with International Accounting Standards 38 (Intangible assets). Measurement of costs involves purchase cost and any directly attributable costs of preparing the asset for its intended use. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates.Patents, Designs and Trade Marks have indefinite useful life hence amortization did not take place. The intangibles are subject to under review annually to access whether there has been a fall in its value in accordance with IAS – 38.

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3.7.4 Amortization:Amortization is charged in the income statement on a straight line basis over the estimated useful lives of intangible assets other than goodwill. Amortizations on additions are charged at 50% of normal rates only in the year of acquisition. Amortized is charged at the rates of 05-20% depending on the estimated useful lives of assets and no amortization is charged in the year of disposal except other assets.

3.8 Financial Instrument: A financial instrument is any contract that gives to a financial asset of one entity and a financial

liability or equity instrument of another entity.

3.8.1 Financial Assets:The company initially recognizes receivable and deposit on the date that they are originated. All other financial assets are recognized initially on the dated at whom the company becomes a party to the contractual provisions of the transaction.Financial assets include cash and cash equivalents, account receivables, and long term receivables and deposit.

3.8.1.1 Trade and other Receivables:Trade and other receivable represent the amount due from customers of credit sales and also include receivable from employees and others. Account receivables are stated net of bad debt provision and unearned carrying charges.

3.8.1.2 Cash and Cash Equivalent:Cash and cash equivalent comprises cash balances both in hand at bank, cash in transit and fixed deposit with original maturities of three months or less.

3.8.2 Financial Liability:The company initially recognized debt securities when issued and subordinated liabilities at the date that they are originated. All other financial leases obligations, loans and borrowings, Trade and other payables also traded as Financial Liabilities.

3.8.2.1 Payables:The company recognizes a financial liability when its contractual obligations arising from the past events are certain and the settlement of which is expected to result and outflow from the company of resources embodying economic benefit.

3.9 Current versus non-current classificationThe company presents assets and liabilities in statement of financial position based on current/ non-current classification. An asset is current when it is:i) expected to be realized or intended to be sold or consumed in normal operating cycle, orii) expected to be realized within twelve months after the reporting perios, oriii) held primarily for the purpose of trading, oriv) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.All other assets are classified as non-current.A liability occurs when it is:i) expected to be realized or intended to be sold or consumed in normal operating cycle, orii) expected to be realized within twelve months after the reporting perios, oriii) held primarily for the purpose of trading, oriv) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period .

All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

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3.10 Inventories:Inventories have been shown at the value determined under the following basis: Items Basis of valuation Raw Materials Weighted Average Cost Packing Materials Weighted Average Cost Stores & Spares Weighted Average Cost Promotional Stock Weighted Average Cost Work-in-Process Raw & packing materials cost which includes all the materials issued to production floor. Finished Goods Weighted Average Cost Miscellaneous Stock Weighted Average Cost

3.11 Cash and Cash Equivalents: For the purpose of Statement of Financial Position and Cash Flow Statements, Cash in hand and

Bank balances represent cash and cash equivalents considering the IAS-1 “Presentation of Financial Statements” and IAS-7 “Cash Flow Statement”, which provide that Cash and Cash equivalents are readily convertible to known amounts of Cash and are subject to an insignificant risk of changes in value and are not restricted as to use.

3.12 Cash Flow Statement:Cash Flow Statement is prepared principally in accordance with IAS-7 “Cash Flow Statement” and the cash flow from the operating activities have been presented under direct method as prescribed by the Securities and Exchange Rules, 1987 and considering the provision of paragraph 19 of IAS-7 which provides that “Enterprises are Encouraged to Report Cash Flow from Operating Activities Using the Direct Method”.

3.13 Trade Receivables:Trade receivable is stated at nominal value which is the fair value of the consideration given in return. After initial recognition these are carried at nominal value less impairment losses due to non-collectability of any amount so recognized.

3.14 Provisions:A provision is recognized on the balance sheet date if, as a result of past events, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

3.15 Revenue Recognition:Revenue from the transfer of goods and services measured at the value that reflects the consideration to which the company expects to be entitled in exchange for those goods and services.The company considers the term of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.In the comparative period, revenue was measured at the fair value of the consideration received or receivable, net of discounts and sales related taxes. Revenue was recognized when goods or services rendered, to the extent it was probable that the economic benefits from the transactions would flow to the company and the revenue could be reliably measured.The amount of revenue can measured reliably and usually occurred at the time of delivery of goods and services along with invoices.

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3.15.1 Other IncomeOther income is recognized when the company's right to receive such income has been reasonably determined and all conditions precedent is satisfied.

3.16 Finance Cost:Finance expense comprises interest expense on working capital loan, overdraft, and bank charges. All finance expenses are recognized in the Statement of Profit or Loss and Other Comprehensive Income.

3.17 Earnings per Share:The Company presents basic and diluted (when applicable) earnings per share (EPS) data for its ordinary shares. The company calculates its earnings per share (EPS) “Net earnings during the period divided by number of shares outstanding at the Statement of Financial Position date.”

3.17.1 Basic Earnings per Share:Basic earnings per share are calculated by dividing the profit and loss attributable to the ordinary shareholders of the Company by the weighted average number ordinary share outstanding during the period.

3.17.2 Diluted Earnings Per Share:For purpose of calculating diluted earnings per share, the number of ordinary shares shall be the weighted average number of ordinary shares calculated in accordance with IAS-33 paragraphs 19 & 26 plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

3.18 Dividend income: Dividend income on shares is recognized during the period in which it is declared and ascertained.

During the Year the company received Tk.1, 444,277 as dividend from investment in shares of CDBL and Tk. 750,000 from Quasem Food Products Ltd.

3.19 Commission / Brokerage to selling agent:No commission was incurred or paid to neither any sales agent nor any brokerage or discount other than conventional trade discount was incurred or paid against sales.

3.20 Income Tax: Income tax expenses comprise current and deferred tax. Income tax expenses are recognized in the Statement of Profit or Loss and Other Comprehensive income.

3.20.1 Current Tax:Current tax expenses are recognized in Statement of Profit or Loss and Other Comprehensive Income. Current tax is the expected tax payable except deferred tax on the taxable income for the year using tax rates. The company qualifies as a publicly traded company hence the applicable tax rate is 25% on taxable profit.

3.20.2 Deferred Tax:Deferred Tax Assets/Liabilities is recognized as per International Accounting Standard (IAS-12). Deferred tax asset/ Liabilities is calculated considering temporary difference of accounting base and tax base depreciation.

3.21 Reclassification:During period figures, wherever considered necessary, have been rearranged/restated/ reclassified, for the purpose of comparison with current year’s presentation without any impact on the profit and value of assets and liabilities as reported in the financial statements except mentioned in Note 3.26.

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3.22 Sources of Information:During our course of preparation and presentation of the financial statements it has been considered the relevant financial documents and collected information throughout the accounting period ended 2018-2019 after overlooking of the head of accounts.

3.23 Risk Exposure3.23.1 Financial Risk Management:

The management of company has overall responsibility for the establishment and oversight of the company’s risk management framework. Risk management policies, procedures and systems are reviewed regularly to reflect changes in market conditions and the company’s activities. The company has exposure to the following risks for its use of financial instruments. Credit risk Liquidity risk Market risk Industry risk Operational risk Currency risk Interest rate risk

3.23.1.1 Credit Risk: Credit risk is the risk of a financial loss to the company if a customer or counterparty to a financial

instrument fails to meet its contractual obligations and arises principally from the company’s receivables. Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. As at 30 June 2019, substantial part of the receivables are those from its company related and subject to insignificant credit risk. Risk exposures from other financial assets i.e. Cash at bank and other external receivables are nominal.

3.23.1.2 Liquidity Risk:Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company’s approach to managing liquidity (cash and cash equivalents) is to ensure as far as possible, that it will always have sufficient liquidity to meet its liabilities when due under both normal and stressed conditions without incurring unacceptable losses or risking damage to the company’s reputation. In extreme stressed conditions the company may get support from the related company in the form of short term financing.

3.23.1.3 Market Risk:Market risk refers to the risk of adverse market conditions affecting the sales and profitability of the company. Mostly, the risk arises from falling demand for the product or service which would harm the performance of the company. The company has strong marketing and brand management would help the company to increase their customer base.

3.23.2 Industry Risks:Industry risk refers to the risk of increased competition from foreign and domestic sources leading to lower prices, revenues, profit margin, and market share which could have an adverse impact on the business, financial condition and results of operation.

3.23.3 Operational Risks:Operational risk summarizes the risks a company undertakes when it attempts to operate within a given field or industry. Operational risk is the risk not inherent in financial, systematic or market-wide risk. It is the risk remaining after determining financing and systematic risk and includes risks resulting from breakdowns in internal procedures, people and systems. The Management has built strong supply chain management to operate the business smoothly.

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3.23.4 Currency risk:The company is exposed to currency risk on certain revenues and purchases such as revenue from foreign customers and import of raw material, machineries and equipment. Majority of the company’s foreign currency transactions are denominated in USD and relate to procurement of raw materials, machineries and equipment from abroad. The management has procurement policy to purchase the Raw Material imported from abroad.

3.23.5 Interest rate risk:Interest rate risk is the risk that arises due to changes in interest rates on borrowing. There was no foreign currency loan which is subject to floating rates of interest. Local loans are, however, not significantly affected by fluctuations in interest rates. The company has not entered into any type of derivative instrument in order to hedge interest rate risk as at the reporting date.

3.24 Employee Benefits:The company maintains both defined contribution plan (Provident fund) and defined benefit plan (gratuity fund) for all its permanent employees. The eligibility is determined according to the terms and conditions set forth in the respective trust deeds.

3.24.1 Define contribution plan (Provident Fund): Defined contribution plan is cost employment benefit plan under which the company provides

benefits for all of its permanent employees. The recognized employees’ provident Fund is being considered as defined contribution plan as it meets the recognition criteria specified for this purpose. All permanent employees contribute 10% of their basic salary to the provident fund and the company also makes equal contribution. This fund is recognized by the National Board of Revenue (NBR).

3.24.2 Defined Benefit Plan (Gratuity):Defined benefit plan is a retirement plan under amounts to be paid as retirement benefits are determined by reference to employees’ earnings and / or years of service. The employees’ Gratuity Fund is being considered as defined benefit plan as it meets the recognition criteria. Company operates an unfunded gratuity scheme for its permanent employees, under which an employee is entitled to the benefits depending on the length of service and last drawn basic salary.Projected Unit Credit method is used to measure the present value of defined benefits obligations and related current and past services cost and mutually compatible actuarial assumptions about demographic and financial variables are used.

3.24.3 Short term employee benefits: This relates to leave encashment and is measured on an undisclosed basis and expensed as the

related service is provided. Provision is made for the annual leave encashment based on the latest basic salary. This benefit is applicable for employees as per services rule.

3.24.4 Workers' Profit Participation Fund:Contribution to Workers’ Profit Participation Fund has been made at 5% of the net profit in accordance with The Bangladesh Labor (Amendment) Act, 2013.

3.24.5 Festival bonusEach employee is entitled to get festival bonus as per terms of service rules.

3.25 Events after the Reporting Period:As per IAS-10 “Event after the reporting period” are those event favorable and unfavorable that occurred between the end of the reporting period and the date when the financial statements are authorized for the issue. There were no material event occurred within the date of authorization and after the reporting date which could affect the values in financial statements except disclosed in note 32.15.

3.26 Re-stated of Unappropriated surplus Brought Forward: Unappropriated surplus brought forward for the year ended 2017-2018 is re-stated as per IAS-8 under paragraph 40 & 41.

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5.00 Capital Work in Progress: Tk. 38,173,942 Opening Balance 105,515,253 123,482,148 Add: Addition during the Period 32,420,915 49,509,274 Less: Transferred/Adjustment (99,762,226) (67,476,169) 38,173,942 105,515,253

Amount in BDT

A. Cost: Balance as on 01-July-18 1,551,147,465 1,396,198,019 Add: Addition during the Period 309,526,007 154,949,446 Sale/Deletion - - 1,860,673,471 1,551,147,465 Revaluation Surplus 1,206,606,926 1,206,606,926 Balance as on 30-June-19 3,067,280,397 2,757,754,391 B. Accumulated Depreciation: Balance as on 01-July-18 821,528,336 771,703,033 Less: Adjustment - - Add: Charged for the Period 52,307,501 49,825,303 Balance as on 30-June-19 873,835,836 821,528,336 Written down value as on 30-June-19 (A-B) 2,193,444,556 1,936,226,055

Details are shown in Schedule-A

4.00 Property, Plant and Equipment: Tk. 2,193,444,556 30-June-2019 30-June-2018

Cost

Items 01-July-18 Addition/Trans From

Transfer/Adjustment

Total 30-June-19

Factory Plant and Machineries (Unit 1 & 2)Leasehold Machine & Spare Land & Land Development (Unit 1 & 2) Land & Land Development (Unit 3) Factory Building (Unit 1 & 2) Head Office (Icon Centre) Work Shop Tools & Other Stock Own Cost of Leased Machine (Can Making)Own Cost of Leased Machine (Can Filling)High Pressure Can Machine (Unit-3) High Pressure Can Filling Machine Food Can Machine Factory Building-Pressure Can (Unit-3) Total 30-06-2019 Total 30-06-2018

2,634,294 23,739,216

- -

3,983,508 - -

15,265,820 4,803,142

48,279,132 711,017

2,124,624 3,974,500

105,515,253 123,482,148

28,275 -

13,943,750 8,018,118

434,201 1,763,371 5,161,086

- -

565 -

82,715 2,988,834

32,420,915 49,509,274

2,662,569 23,739,216 13,943,750 8,018,118 4,417,709 1,763,371 5,161,086

15,265,820 4,803,142

48,279,697 711,017

2,207,340 6,963,334

137,936,168 172,991,422

- 23,739,216

- - - - -

15,265,820 4,803,142

48,279,697 711,017

- 6,963,334

99,762,226 67,476,169

2,662,569 -

13,943,750 8,018,118 4,417,709 1,763,371 5,161,086

- - - -

2,207,340 -

38,173,942 105,515,253

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Amount in BDT30-June-2019 30-June-2018

6.00 Intangible Assets: Tk. 796,500

Opening balance 796,500 - Add: Additions during the year - 796,500 Less: Adjustments - - 796,500 796,500

Intangible assets that are acquired by the Company have measured at cost less accumulated amortization and accumulated impairment losses, if any. Measurement of costs involves purchase cost and any directly attributable costs of preparing the asset for its intended use. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. Patents, Designs and Trade Marks, recognised by the company, have indefinite useful life hence amortization did not take place in compliance with IAS - 38 (Intangible assets).

8.00 Other Assets: Tk. 651,861 Opening Balance 2,822,574 2,899,505 Add: Deferred Expense - - 2,822,574 2,899,505 Less: Written off 69,958 76,931 Adjustments 2,100,755 - 651,861 2,822,574

7.00 Investment: Tk. 16,517,344 Central Depository (BD) Ltd. 1,517,344 1,517,344 Investment in QFPL (Associate Company) 15,000,000 15,000,000 16,517,344 16,517,344

The above investment was in purchases of share of Central Depository (BD) Ltd. and share of Quasem Food Products Ltd. The investment shown at cost since the above shares are not traded in the active market.

The above balance represents the right share expenses, cost of hologram stickers and deferred revenue expenditures. The portion of miscellaneous assets of Unit 1 and 2 have been written off by 10% per annum.

9.00 Advance, Deposits and Prepayments-Non Current: Tk. 5,004,832 Consumer Gas Services 2,262,500 2,262,500 Security Deposit (Titas Gas) 680,232 680,232 Earnest Money (EPB) 20,000 20,000 A.E.G Engineering - 3,347,675 BRB Cable Industries Ltd. 175 175 Flora Ltd. 39,500 - Industrial Technical Services Ltd. 480,000 480,000 Jamuna International 1,346,925 1,346,925 Runner Bricks 175,500 175,500 5,004,832 8,313,007

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10.00 Advance, Deposits and Prepayments-Current : Tk. 77,498,596 A Advance: 37,575,953 13,312,351 Purchase & Others (Note: 10.01) 20,425,172 3,873,323 Salaries (Head Office) 1,874,347 1,328,119 Local Purchases 958,585 109,580 Salaries & Wages (Factory) - 2,000 T.A & D.A 2,349,658 914,022 Against Final Settlements 11,862,000 7,002,000 Expenses- New Project 106,191 83,307

B Deposits: 29,174,472 25,742,068 Lease Deposits 8,315,914 7,602,914 Deposit Against Office Rent 1,651,240 461,000 Against Vehicles Bill (Asgar Hossain) 15,370 23,150 Deposit Against Gas Cylinder 1,687,000 1,687,000 Security & Other Deposit 391,407 391,407 Deposit against Appeal VAT 6,600,706 5,063,762 Bank Guarantee 512,834 512,834 Quasem Food Products Ltd. (Against Distribution) 10,000,000 10,000,000 C Prepayments: 10,748,171 12,867,882 Prepaid Insurance 1,575,211 1,596,370 Prepaid Expenses 8,079,768 7,987,051 VAT Current Account 1,093,192 3,284,461 Grand Total (A+B+C) 77,498,596 51,922,300 i) This is unsecured and considered good. ii) No amount was due by the directors, managing agent, managers and other officers of the company and any of them severally or jointly with any other person.

10.01Advance against Purchase & Others: Tk. 20,425,172 Advance against Purchase: Barger Paints BD. Ltd. 1,559 6,430 Konabari Retail 137,886 200,561 Lanka Bangla Securities Ltd. 2,000 2,000 M.M Cargo Company 63,827 63,827 Purabi Chowdhury ( Chittagong ) 4,560 4,560 Sonali Centre Pvt. Ltd. 24,126 81,770 Sabuj Enterprise 3,103 20,000 VAT Receivable 475,087 475,087 Depak Das 118,275 106,725 S.M Rayhan Kabir 83,677 105,671 Glossy International 17,435,428 2,792,142 Bangladesh Monospole Paper Mfg. Co. - 9,050 Pest Guard - 4,050 Ogilvy & Mather Communication Pvt.Ltd 1,300,000 - FNF Automation Works - 250 E.D.P Automoblis - 1,200 Pragati Insurance Ltd. 7,718 - Central Depository (BD) Ltd. 40,951 -

Amount in BDT30-June-2019 30-June-2018

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Global Online/Aamra Networks Ltd. 66,656 - BD Association of Pub.Listed Cos. 50,000 - Dhaka Stock Exchange Ltd. 294,237 - Chittagong Stock Exchange Ltd. 294,237 - R.M Motors 9,005 - New Globe Battery & Tyre 10,040 - Md.Nuruzzaman Sarker 2,800 - 20,425,172 3,873,323

30-June-2019 30-June-2018Amount in BDT

11.00 Inventories: Tk. 499,312,362 Raw Material 146,065,436 142,161,504 Packing Material 14,436,422 17,153,941

Work in Process: 17,593,021 22,172,633 Work in Process-Battery 15,373,863 19,817,687 Work in Process-Flash Light 734,033 700,430 Work in Process-Zinc Calot 1,162,419 1,130,145 Work in Process-Injection Moulding Plant 322,706 524,371

12.00 Trade and Other Receivables: Tk. 67,083,812 Trade Receivables (Note - 12.01) 48,470,265 21,338,306 Other Receivables (Note: 12.02) 18,613,547 15,156,333 67,083,812 36,494,639

Stock in Transit: 116,170,859 116,245,964 Materials 80,833,003 83,322,985 Spare Parts 35,337,856 32,922,979

Work Shop Tools & Materials - 3,317,417 Other Stock - 1,843,668 Indirect Materials 17,562,700 5,900,281 Stock of Order Memo 31,855 35,995 Stores & Spares 100,811,927 100,766,109 499,312,362 540,977,982

Finished Goods: 86,640,142 131,380,470 Battery -Factory Unit 1 & 2 15,561,367 101,993,395 Injection Moulding Plant 257,784 - Metal Jacket & Can -Factory Unit-3 18,334,310 13,856,172 Flash Light Imported-Factory 2,709,500 2,799,039 Flash Light Manufacturing - Factory 699,410 2,941,290 Zinc Calot 1,243,867 2,830,553 Battery- Sales Office, Khilkhet 28,837,625 3,651,114 Gas Lighter-Sales Office, Khilkhet 14,807,771 656,197 Flash Light Sales Office, Khilkhet 580,595 342,100 Imported -Sales Office, Khilkhet 392,719 386,797 Air Freshener & Butane Gas-Sales Office, Khilkhet 2,944,996 1,633,042 Sun Chips -Sales Office, Khilkhet 270,198 290,771

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Name of Distributors

12.01 Trade Receivables: Tk. 48,470,265Sl.No.

Amount in BDTAging Balance31-Dec-2018 30-June-2019 30-June-2018

1 A. Imam (254) (253) (8,289)2 A.B. Electronics (1,529) 279,790 (1,327)3 A.H. Enterprise (Shibchar) 236,865 202,942 (305,858)4 Aador Store (Subidkhali) 164,173 (2,428) 177,278 5 Aamra Holdings Ltd. 1 1 1 6 Abdul Baser Ent (Savar) 244,188 903,338 97,980 7 Abdul Karim (H/O) 2,459 2,459 2,459 8 Abdul Rashid 210,458 131,606 (24,401)9 Abeer Ent (Hazigonj) 32,189 29,460 (112,119)10 Abhijit Paul (Madhabpur) 6,535 6,535 6,535 11 Abid Traders (Shibpur) 100,267 (138,717) (62,118)12 Abir Enterprise (Polashbari) 14,463 14,463 14,463 13 Abu Taher & Brothers (21,266) 172,081 41,810 14 Abul Kashem (119) 272,041 50,000 15 Aci Logistics Ltd. 822,274 1,102,445 2,423,955 16 Aci Logistics Ltd.(Ctg) 104,552 111,405 142,305 17 Ad. Moments 27 27 27 18 Ad-Din Hospital 12,628 52,678 - 19 Adfine 126 127 126 20 Adora Bd Limited - (2) - 21 Aero-Link International Ltd. - 5,760 - 22 Agora (Rahim Afroj) 726,407 618,451 1,391,164 23 Ahana Distribution 14,289 14,289 14,289 24 Ahmed Enterprise (Bhaluka) 166,919 95,160 (349)25 Ajoy Datta (Moulavibazar) 8,946 8,946 8,946 26 Akhoni.Com Ltd. (Bagdoom.Com) 3,429 729 - 27 Akij Group 1,920 - - 28 Alamgir Store 87,816 (239,470) (186,784)29 Al-Amin Gen.St (Chhagalnaiya) 152,452 (78,652) (31,805)30 Al-Amin Store (Monirampur) 147,158 177,837 (4,313)31 Alampur Enterprise (21,706) (21,706) (21,706)32 Alif Traders (Nangalkoat) - - (118,208)33 Alim Store 111,784 177,791 (1,924)34 Al-Madina Pharmaceuticals Ltd. 1 1 80,001 35 Almas Varities Store (Kasba) (41,613) (59,109) (73,425)36 Almas (Dhanmondi) (0) (0) 1 37 Almas (Gulshan) 8 8 7,500 38 Al-Zihad Enterprise (Bancharampur) 65,857 (136,636) (10,036)39 Aman Spinning Mills Ltd. - 1 - 40 Anik Store (Ramgar) (70,713) (160,590) (92,843)41 Anik Store (Kustia) 161,125 293,029 183,911 42 Anowar Store (Anwara,Ctg) 565,862 83,747 (306,754)43 Anwar&Brothers (Eidgaon,Coxs.B) (56,440) (116,125) - 44 Apex Pharma Ltd. 3,072 - - 45 Arafat Store - - (178,318)46 Arjun Prashad Agarwalla 3,698 3,698 3,698 47 Aronno Furnishers Ltd. - 3,720 - 48 Arpita Enterprise (Shaam Nagor) (142,983) (186,793) (100,628)49 Asad Dept. Store (Nagorpur) 1,488 1,497 4,100

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Name of DistributorsSl.No.


50 Asgar Ali Hospital (86) (86) 15,588 51 Asian Paints (Bd) Ltd. 2,469,111 2,680,754 209,216 52 Asif Enterprise (Shakhipur) 276 (46,745) (62,868)53 Avalon International 9,600 4,800 13,600 54 Awal Store (Norshindi) (14,487) (14,487) (14,487)55 Ayon Enterprise (Jessore) 376,289 602,257 83,897 56 Ayon Traders (Ulipur) 104,257 134,450 (32,923)57 Az Accessories (238) (238) (238)58 Azad Enterprise (Sandwip) 5,690 (38,968) (6,074)59 Azmir Store (Teknaf) (36,900) 184,619 (2)60 B.S. Stores (Patuakhali) 93,720 148,791 (17,007)61 B.S. Traders (Nilphamari) 13,895 13,895 120,389 62 Babul Store (Phulpur) 1,437 (1,592) - 63 Backstreet Cafe - 1 - 64 Badal Store (Netrokona) 5,477 134,496 (117,206)65 Banani Clinic Ltd. - 1,800 - 66 Bangamata Enterprise 18,312 18,312 18,312 67 Bangladesh Eye Hospital & Institute - 57,958 - 68 Bangladesh Store (Natore) 13,549 13,549 13,549 69 Bangladesh Store (Vojessore) 70,226 (13,327) (120,953)70 Banik Enterprise 54,870 (4,066) 7,527 71 Banna Traders (Modhukhali) 254,641 163,566 (7,035)72 Banna Variety Store (Nazipur) 205,007 1 (18,566)73 Baraka Consumer Products Ltd. - - 3,600 74 Bashundhara Eye Hospital - (2) - 75 Bay Developments Ltd. - (1) - 76 Beacon Pharmaceuticals Ltd. - 693,471 - 77 Beauty Traders (Gobindagonj) 35,701 (13,603) (12,307)78 Belal Traders (Singra,Natore) 86,369 (378) (4,252)79 Bellavista Italian Restaurant - (1) - 80 Bengal Inn Hotel 3,360 3,360 - 81 Best Buy 13,705 13,705 13,705 82 Beximco Limited (4) 16,976 (4)83 Bhai Bhai Store (Kulaura) 265,903 768,663 (229,854)84 Bhai Bhai Store (Dewangonj) 24,347 (183,032) (82,689)85 Biddyut - 961 - 86 Big Bazar 64,715 60,603 63,150 87 Biman Bangladesh Airlines Ltd. 78,456 1,087,471 557,676 88 Bin Hai Coffee - 3,720 - 89 Binimoy Bitan (Nangalkoat) - 427,377 - 90 Biopharma Ltd. 1 1 1 91 Biplob Store 1,783 1,783 1,783 92 Bishwas Enterprise (Narail) 170,487 72,553 (24,057)93 Bishwo Rang - 36,000 - 94 Bismillah Enterprise 214,005 (9,362) 1,577 95 Bismillah Store (Kachua) 170,473 (76,214) (58,371)96 Bismillah Store (Muladi) 367,915 195,971 (21,340)97 Bismillah Store (Sonagazi) (21,734) (20,386) (6,038)98 Bismillah Store (Tongi) (10) (10) (10)

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99 Bismillah Traders 5,269 5,269 5,269 100 Blush Studio - 960 - 101 Brac Centre Inn - 972 - 102 Brac Dairy & Food 223,724 22 81,532 103 C.S. Traders (Faridpur) 281,697 227,724 (356,663)104 C.S.D. 415,898 479,642 707,820 105 Canteen North 201,969 216,761 156,022 106 Canteen South 273,741 94,964 155,799 107 Carrefamily 20,878 20,878 20,878 108 Carrefamily (Mohammadpur) 22,878 22,878 22,878 109 Central Hospital Ltd. 18,960 18,960 18,960 110 Centro (4) 34,120 - 111 Chaitaly Enterprise 88,114 93,043 (122,655)112 Chaldal.Com 18,045 72,373 34,008 113 Chemist Laboratories Ltd. - 100,003 - 114 China Park Chinese & Thai Rest. - 960 - 115 Chitta Master Store 196,235 499,190 76,242 116 Choice Traders (Tangail) (140,402) (736,613) (210,289)117 Chowdhury & Sons (1,573) (26,802) (67,330)118 Civic Media Ltd. - (1) - 119 Combe Restaurant - (60) - 120 Concord Pharmaceuticals Ltd. 178,001 83,001 - 121 Daily Shopping 24,370 38,902 371,292 122 Daily Sun - 5,472 - 123 Daily Super Shop 44,833 38,833 45,231 124 Days Hotel Dhaka 3,840 3,840 4,800 125 Delta Pharma Ltd. 5,700 5,400 8,326 126 Dhaka Community Hospital - 10,800 - 127 Dhaka Store (Matlab) 83,254 (643) 5,394 128 Dhaka Store (2,423) (2,423) (2,423)129 Dhali Super Shop 36,004 62,308 61,828 130 Didar Enterprise (Maijdee) (109,210) (21,186) (847)131 Dipa Store 210,795 113,572 (46,204)132 Diplomat's Bazaar - 168 - 133 Dird Group 4 4 4 134 Disha Traders 385,921 197,368 110,595 135 Dishari Ent (Shibgonj, Chapai) 46,185 219,519 (5)136 Doreen Hotel & Resorts Ltd. 17 17 17 137 Doza Enterprise (1) (1) (1)138 Durjoy Enterprise (Bhandaria) 143,147 51,623 (92,903)139 East Coast Group 7,680 - - 140 East West Media Group Ltd. - 7,296 - 141 Edison Group (Sb Tel Ent.Ltd) 8,701 5,472 - 142 Ekota Store (Panchdona) 106,694 52,518 24,025 143 Electric Point 6,475 6,475 6,475 144 Etcetera Bangladesh (Pvt.) Ltd. 30,610 15,250 (110)145 Fair Price Varities Store (Pangsha) (38,235) (69,611) - 146 Fairuz Enterprise (Feni) (292,224) (1,246,485) 221,631 147 Family Need Ltd. 13,351 13,351 13,351

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148 Family Needs Ltd. (492) (492) 3,724 149 Family Needs Ltd.-2 (184) (184) - 150 Family World Pvt.Ltd. 3,724 3,724 - 151 Farazy Hospital Ltd. 21,600 72,000 21,600 152 Fast Tapes & Chemicals Ltd. (1) (1) 156,985 153 Fatema Store 5,315 5,315 5,315 154 Fatema Traders (Sonargaon) (19,312) 386,964 (101,681)155 Ferdousi Store (Bakerganj) 105,285 34,050 94,144 156 Floor 6 Reloaded - 1,595 - 157 Food Chain Asia Ltd. 12,600 37,800 10,800 158 Food Land Cafe - 1 - 159 Food Square (Uttara) - 960 - 160 Four Seasons - - 7,440 161 Four Star Enterprise 342,627 192,388 (2,281)162 Foysal Traders (12,281) (12,281) (12,281)163 Gausia Ahmedia Ent (Madunaghat) 335,012 652,203 (511,340)164 Gawranga Bhandar 1,473,989 1,234,113 992,446 165 Gawranga Store (73,453) (73,453) (73,453)166 Geeta & Sons (Sunamgonj) (5,950) 432,220 (22,451)167 Giant Agro Processing Ltd. - 0 - 168 Global Brand Pvt. Ltd. - (3) - 169 Globe Pharmaceuticals Ltd. 120,001 1 - 170 Gmart Super Market Ltd. 62,186 62,186 97,565 171 Gopal Chandra Saha © 5,271 5,271 5,271 172 Gopal Chandra Saha (M) 16,160 16,160 16,160 173 Gulshan Club - 7,680 - 174 H.R.Traders (Dohar) 97,833 36,110 50,157 175 Hameem Enterprise (Nangalkoat) (32,427) (17,950) 9,172 176 Hanif Paribahan 3,600 25,920 3,600 177 Hannan Store (Badargonj) (89,027) 82,042 (70,580)178 Haque & Co. (Drycell) Ltd. (28,442) (28,442) (28,000)179 Haque Store 38,433 38,433 38,433 180 Harez & Sons (Gafargaon) 245,991 (42) (9,159)181 Harun & Brothers (Keranihat) 4 (23,307) 0 182 Hasan Enterprise (Aakhaura) 149,705 4,535 (101,785)183 Hawlader Traders (Mothbaria) (241,684) 734,660 (94,145)184 Hazi Helimuddin (82,489) 42,935 54,540 185 Hazi Hurmuz Ali 128,302 128,302 128,302 186 Hazi Ismail Khan Store (Fakirhat) (112,577) (233,072) 199,181 187 Hazi Mostafa Enterprise (Hatia) - (444) - 188 Hazi Samidul Ent (Sherpur) 54,374 (392,297) 314,614 189 Hazi Store (Rangamati) (212,559) (306,063) (296,864)190 Healthcare Pharmaceuticals Ltd. 92 92 11,092 191 Hemel Cosmetics (129) (129) (129)192 Hotel Ashrafee - 2 - 193 Hotel Givenci Int'L - 3,672 - 194 Hotel Grace 21 - - 7,200 195 Hotel Le Meridian 44,280 131,218 68,031 196 Hotel Orchard Suites 11,520 15,360 11,520

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197 Hotel Purbani Int'L. - 19,200 - 198 Hotel Razmoni Isha Kha 11,800 32,400 - 199 Hotel The Capital (1) 7,751 - 200 Hotel Tropical Daisy - 9,300 - 201 Hotel Victory Ltd. - 11,161 - 202 Hridoy Confectionery (Domar) (104,346) (79,822) - 203 Humayun Store 37,737 (3,342) (16,671)204 Ibn Sina Diag&Consl. (Malibag) 4,766 25,218 4,755 205 Ibni Zia Enterprise (532,850) (532,850) (532,850)206 Ibrahim Cardiac Hospital & R.Inst. 15,696 16,642 2,649 207 Icddrb 1,299 1,299 6,667 208 Idea Trading (5) (5) (5)209 Ikra Enterprise (530,457) 2,978,242 (408,265)210 Impulse Hospitals 7,680 - - 211 Incos Industries 844,928 844,928 844,928 212 Independent 24.Tv (1) (1) - 213 Innotel Business Boutique Hotel - 3,840 - 214 Int.Fed.Of Red Cross & Red Cres. 7 7 7 215 Int'L Convention City Bashundhara - 25,458 - 216 Ishaque Store 135,421 4,090 13,853 217 Ispahani Islamia Eye Institute & Hos - 8,350 - 218 J.F.Enterprise (Fatikchari) (44,887) (3,290) 142,876 219 J.M.T. Enterprise 129,440 11,104 56,635 220 J.S. Trading 4,075 4,075 4,075 221 Jahan Enterprise (Mirrersharai) 5,103 82,919 (14,123)222 Jahanara Clinic - 960 - 223 Jaheda Enterprise (Beergonj) (16,863) (37,516) (33,021)224 Jalil & Sons (Narayangonj) 29,751 (158,540) 57,561 225 Janata Distribution 499,301 481,040 (8,486)226 Janopriya Store (11,561) 467,768 (469,959)227 Jawad Enter Mark 44 44 43 228 Jeeban Kumar Paul (Durgapur) 264,552 195,225 41,460 229 Jononi Fashion & Dist (Kanaighat) (136,484) (82,040) (37,243)230 Jonson & Nicholson (Bd) Ltd. 41,460 41,460 - 231 Joty Store (Haluaghat) 24,100 39,130 (24,207)232 Joy Enterprise (Natore) 32,680 20,179 145,846 233 Joy Enterprise (Norshingdi) 217,873 1,595 (238)234 Joyanta Kumar Saha (Bhanga) 93,929 126,231 (9,623)235 Joyjeet Enterprise (Juri) (51,869) (141,355) 77,242 236 Judul Mugni Ent (Jamalpur) 431,000 (52,148) (29,186)237 Julphar Bangladesh Ltd. 132,001 1 80,961 238 Kabab Factory - 3,720 - 239 Kabir Traders 105,625 406,029 (38,059)240 Kakoli Store (Jibonnagar) (112,983) (224,373) - 241 Kamrul Enterprise (Coat Bazar) (124,875) (206,293) - 242 Kashinath Dhar 6,400 6,400 6,400 243 Kaymu 12,112 - 12,112 244 Kefayet & Brothers 42,647 109,580 (7,891)245 Khaleque Enterprise (56,160) (414,480) 24,563

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246 Khalid Corporation - (1) - 247 Khalid Enterprise (Bagaachra) 18,873 217,071 6,239 248 Khan Enterprise (Biani Bazar) (1,736) (1,736) (1,736)249 Khan Traders (296,248) (146,399) (89,801)250 Kishore & Brothers 71,954 (46,415) (3,482)251 Kishore & Brothers (Konabari) 1,579,227 1,388,926 1,474,217 252 Korai Gost - - 3,600 253 Labaid Group 84,002 56,002 138,882 254 Lakshman Ch.Saha 136,402 283,713 (22,620)255 Lal Teer Seed Ltd. 2,286,086 811,601 327,328 256 Lankabangla Finance - 4,800 - 257 Lavender Super Stores Ltd. 120,518 115,917 243,326 258 Laxmi Narayan Bhander (Habigonj) (200,601) (273,607) (36,764)259 Link3 Technologies Ltd. 13,627 26,376 7,944 260 Liton Enterprise (Coat Chandpur) (919) 108,578 62,135 261 Loknath Bhander 66,944 66,944 66,944 262 Loknath Enterprise (Madhobpur) 14,125 (28,887) (34,427)263 Lucky Store (187,775) (337,701) (44,084)264 Luxmi Bhander 49,702 (7,752) (7,548)265 M.A. Majid (Kulaura) (74,270) (74,270) (74,270)266 M.R. Enterprise (Sreepur) 169,072 323,716 (13,769)267 M.S.Traders (Naogaon) 107,547 106,279 107,547 268 Ma Baba Store 16,110 16,110 16,110 269 Maa Enterprise (Jaintapur) 698,978 660,520 (277,078)270 Maa Enterprise (Barolekha) 16,845 (78,950) 38,783 271 Maa Kali Store (Babuganj) 0 118,475 79,053 272 Mabila & Syed Trading (Patia) (52,520) 14,187 (161,148)273 Mahfuz Enterprise (Jessore) (220,760) (220,760) (220,760)274 Mahi Enterprise (Ashulia) 162,002 (76,745) (110,636)275 Mahima Tours & Travels Ltd. - 960 - 276 Majumder Ent (Fulgazi) (5,419) (27,982) (159,889)277 Makka Store (Chowmuhani) 130,275 262,979 (44,157)278 Maksudur Rahman 329,291 90,051 192,601 279 Mamun Enterprise (Mymensing) (1,960) 217,236 - 280 Mannan Stores 116,977 (8,407) (6,508)281 Marico Bangladesh Ltd. 15 15 15 282 Masum Store (Jatrabari) 3,824,727 4,432,176 - 283 Masum Store (Jangi Shibpur) (17,054) (26,852) (9,258)284 Maya Enterprise (7,197) (7,197) (7,197)285 Mayer Doa (Chuadanga) (6,443) 97,939 60,371 286 Md Ashraf Ali (12,737) (12,737) (12,737)287 Md.Badrul Alam Maznu (Sylhet) 1,047,503 (1,496,318) 837,395 288 Medinova Medical Service - 195 - 289 Meena Bazar 387,256 489,457 333,074 290 Mehedi Mart 296,792 642,101 436,849 291 Mehedi Store 75,899 814,286 (606,986)292 Mehrumah Corporartion Ltd. 197,002 197,002 247,002 293 Memento International Ltd. - 900 - 294 Metal Agro Ltd. 10,848 10,848 1

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295 Millennium Information Solution Ltd. - 112 - 296 Milon Bhander (Patar Hat) 202,688 245,967 187,157 297 Milon Store (Bashurhat) 3,607 3,607 3,607 298 Mithun Gen.Store (Satihat) 104,044 (8,229) (4,185)299 Mizan Store (Gazipura) 72,368 (4,885) (23,419)300 Mizan Traders 42,574 (9,459) (8,382)301 Mohammad Ali & Sons (22,103) (277,719) (108,478)302 Mohammad Hossain 229,314 407,771 18,157 303 Mohammad Hossain (Retail) 4,265,136 3,908,417 4,829,217 304 Mohammad Ismail 37,100 200,408 (26,993)305 Mohananda Karmakar & Sons (Tangail) (377,608) (377,608) (377,608)306 Mohona Distribution Net. (14,274) 260,272 (58,531)307 Mondol Group 2,200 2,200 7,200 308 Monicopharma Ltd. (3) (3) - 309 Mostafa Traders (Tongi) (606,215) 230,456 238,403 310 Motaleb Store (Homna) (22,740) (52,639) 32,992 311 Mumtaj Mahal Res & Conv Centre - (36) - 312 Munshi Confectionery (Barisal) 876,678 372,221 47,182 313 Murad Store (Godagari) 31,544 (8,286) (7,759)314 My Tv (8) (8) - 315 N.S. Corporation 182,570 182,570 182,570 316 N.S.Enterprise (Chandraghona) 61,490 61,490 61,490 317 Nabarupa Store (Ramganj) (43,814) (17,247) (27,301)318 Nabila Boutiques Ltd. 3,840 3,840 3,840 319 Nahiyan Traders (Shathibari) 73,712 (19,276) (23,444)320 Nandan (Dhanmondi) 14,553 11,921 17,007 321 Nandan (Gulshan) 27,678 27,678 27,678 322 Nandan (Gulshan-2) 5,570 5,570 5,570 323 Nandan (Kakrail) 10,244 10,244 10,244 324 Nandan (Uttara) 12,989 12,989 12,989 325 Nascent Gardenia - 7,200 18,000 326 Nasir Group - (1) - 327 Nasrin Enterprise (Narail) (29,880) (29,880) (29,880)328 Navana Pharmaceuticals Ltd 434,000 0 450,001 329 Navana Real Estate Ltd. - 21,274 - 330 Neela Enterprise (Pagla Bazar) (280,718) 354,201 (196,160)331 New O.K. Enterprise 2,914 2,914 2,914 332 New Super Seeds Store (Chakoria) (53,608) (104,385) (88,473)333 New Zealand Dairy Products Bd. Ltd. 4,118 4,118 4,118 334 News24 - 9,120 - 335 Nibaran Chandra Saha 65,458 111,837 (49,907)336 Nikhil Store (Aarani, Rajshahi) 51,088 571 (7,183)337 Niloy Cosmetics (Kalihati) (108,735) (422,984) (6,571)338 Nitai Chandra Saha 245,757 404,048 (13,763)339 Nitol Motors Ltd. 823 823 1,303 340 Niyaty Store (Comilla) 411,897 (47,445) (701,476)341 Nizam Store (Monpura) 93,637 (3,200) (3,054)342 Noorjahan Enterprise 102,010 102,010 122,010343 Norandra Lal Saha 596,623 550,060 (26,420)

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344 Northern University Bangladesh - 10,118 - 345 Novoair 19,739 73,464 16,389 346 NRB Global Bank Ltd. - 4,792 - 347 Nusrat Traders 104,718 65,229 297,057 348 Nuvista Pharma Ltd. (1) (1) 89,999 349 Octagon Fibers & Chemicals Ltd. 6 6 74,582 350 Olympic Industries Ltd. 8,267,041 267,041 2,305,409 351 Omni Concept 19,176 (3) - 352 One Pharma Ltd. 158,400 - - 353 Orbis Trade Network (0) - - 354 Orion Infusion Ltd. 45,001 1 - 355 Orion Pharma Ltd. 135,000 - - 356 Pacific Traders 175,645 1,292 (570)357 Padma Confectionery & Gen. Store 164,359 162,471 (8,334)358 Padma Enterprise (Peergachha) (44,717) 79,893 8,429 359 Pan Pacific Hospital - - 1,008 360 Paprika Restaurant & Convention Center - 960 - 361 Paramount Textile Ltd. - 11,372 - 362 Partha Traders (Sreenagar) (222,161) (315,244) (89,810)363 Paul & Brothers (Galachipa) (70,994) 212,115 (10,620)364 Paul & Brothers (Kalkini) 103,860 (728) (52,850)365 Peninsula Chittagong Ltd. 25,524 22,617 1,839 366 Pervez Tahmid & Co. (5,898) (5,898) (24,650)367 Pharmacil Ltd. - - 157,500 368 Pick & Pay Super Market 23,739 23,739 34,209 369 Pick & Pay-2 (Uttara) 22,295 22,295 22,295 370 Platinum Grand - 7,680 - 371 Polash Store (Meherpur) 31,864 166,638 123 372 Police Shopping Mall 23,121 21,142 28,537 373 Popeyes Plus Restaurant & Convention Hall - 1,920 - 374 Popular Distribution Mart (Bashurhat) (78,878) (534,001) (12,604)375 Popular Store 235,210 441,389 1,845 376 Praava Health - 1 - 377 Pran-Rfl Group 2 52,544 15,752 378 Price Club Wholesale Ltd. 16,777 16,777 16,777 379 Prince Bazar (Mirpur) (811) 14,577 38,177 380 Prince Bazar (Mohammadpur) 44,327 10,089 61,558 381 Prince Bazar (Pollobi) 34,156 43,486 53,223 382 Prince Bazar (Shamoly) 36,184 51,999 84,125 383 Priyana Ent (Sherpur, Bogra) 51,511 311 (863)384 Prodeep Saha Store (Muktagachha) (10,078) 88,392 - 385 Progati Store 120,845 (5,913) (2,892)386 Protap Store (Nowapara) (11,826) 111,706 (6,734)387 Purnima Traders (Hathazari) 623,126 612,026 (184,851)388 QIL Sales Office (Khilkhet) (1,484) (1,484) (1,484)389 Quality Inn (Pvt.) Ltd. 3 3 - 390 Quasem Food Products Ltd.(MPU) 408,330 4,267,997 - 391 R.B.Enterprise (Sitakunda) (30,533) (30,533) (30,533)392 R.K.Trading (Bhola) 158,469 220,996 194,355

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393 R.N. Enterprise(Atharobari) 161,593 (66,168) 3,429 394 R.P. Corporation 243,259 14,992 (441)395 R.P.Brothers (Kapasia) 13,857 (71,563) (80,952)396 Radiant Pharmaceuticals Ltd. (149,129) (7) 1,789,997 397 Radient Nutraceuticals Ltd. 244,113 (11) 94,998 398 Radisson Water Garden Hotel (6,395) (6,395) 26,010 399 Rafez Enterprise(Hatia) 74,006 (28,562) (17,605)400 Rafiqul Enterprise(Bondar N.Gonj) (36,015) 22,494 (1,008)401 Raja Trading (Moulavibazar) (180,752) 107,814 (115,568)402 Raju Store(Satkhira) 51,008 309,338 115,548 403 Rana Traders (49,300) 92,113 (9,480)404 Razzaque Traders (Naogaon) 62,571 (6,915) (14,992)405 Regent Hospital Ltd. 3,600 3,600 3,600 406 Rekha Enterprise (Kashinathpur) 3,218 3,218 3,218 407 Renata Ltd. - 82,500 - 408 Reza Enterprise 61,515 (113,942) (143,900)409 Reza Traders (Kumarkhali) (46,402) (74,058) - 410 Richmond Hotel & Suites - 7,200 - 411 Rifat Enterprise (1) (1) (1)412 Rifat Trading Corporation 29,482 29,482 29,482 413 Rigs Inns - 3,600 - 414 Ron'S Cosmetics (26,012) (26,012) - 415 Royal Park Hotel 5,760 5,760 5,760 416 Rozy Stores 313 243,633 (1,615)417 Rumpa Enterprise (Mirzapur) 69,490 10,132 (562)418 Runner Group 7,073 7,073 - 419 Runner Motors Ltd. (2,386) (28,214) (2,386)420 Runner Motors Ltd.(080119) - 33,583 - 421 Rura Enterprise 11,561 (163,321) (17,311)422 S.S.Enterprise (Dirai) (86,727) (114,223) (5,760)423 S.S.Enterprise (Lalmohon) 38,587 186,548 (928)424 Saad Musa City Center 15,417 15,417 15,417 425 Sabuj & Brothers (Kashinathpur) 252,008 (70) (7,829)426 Sabuj Telecom (Shariatpur) 104,149 174,245 (6,952)427 Sabuj Variety Store (118,485) 1,579,691 (607,747)428 Sabuj Varities Store (Ishwardi) - (100,314) - 429 Sadek Store 235,268 281,425 2,547 430 Sadia Food Products(Doulatpur) 118,367 2,832 30,044 431 Saha Brothers (9,729) (9,729) (9,729)432 Saha Store (Boalmari) (40,790) 115,574 (10,376)433 Saha Store(Magura) 99,233 237,803 (71,356)434 Saiful Store(Charfashon) 53,608 167,610 (9,432)435 Sajeeb Logistics Ltd.(One Stop) 60,754 60,754 84,872 436 Salauddin Spaecialized Hospital Ltd. - 3,840 - 437 Salma Traders 1,005 1,005 1,005 438 Samar Enterprise (Banshkhali) 987 (2,535) (41,316)439 Sanat Store (Ishwardi) 2,753 701 (322)440 Sangjog 252,888 414,472 323,420 441 Sankar Kumar Saha 534,944 563 (8,870)

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442 Sarkar Cosmetics & Dist(Sreepur) (5,974) (5,974) (5,974)443 Sarkar Enterprise (Chandina) (19,289) (78,114) (105,040)444 Satata Enterprise (Keshorhat) 62,050 (7,289) (15,840)445 Sathi Enterprise 296,544 71,659 (103,791)446 Sathi Enterprise (Kolakopa) 412,122 202,126 (171,847)447 Sawmendra Nath Saha 2,005 200,087 (101,141)448 Sayeman Beach Resort Ltd. - 139,200 - 449 Sena Hotel Developments Ltd. 18,160 30,777 - 450 Shadhin Traders 5,207 5,207 5,207 451 Shah Amanat Traders (Sitakunda) 69,733 51,559 729 452 Shahabuddin Medical College Hospital - 3 - 453 Shahadat Store 2,106 2,106 2,106 454 Shahid Store(Fulbaria) 2,394 (13,426) - 455 Shahin & Brothers 29,051 (14,531) (16,640)456 Shamutshuk Enterprise 7 7 7 457 Sharmin Store (25,071) (19,550) (134,206)458 Sheikh Rakib Uddin (Gopalganj) 263,946 160,443 (17,278)459 Shishir Traders(Aaraihazar) 294,512 1,104,900 (438,701)460 Shohag Store(Kazirhat) 138,067 37,606 191,000 461 Shop N Save Ltd. 33,819 48,731 41,920 462 Showroom Sales 1,993 1,993 1,993 463 Shubod Kr Roy(Colacopa) (228,963) (228,963) (227,011)464 Shulove Store 416,095 92,307 285,759 465 Shuta Ghar (5,874) (5,874) (5,874)466 Shyamoli Paribahan (Shyamoli) 69 69 12,069 467 Sight Savers International (59) (59) (59)468 Sindabad.Com Ltd. 32,400 - 14,400 469 Sohel Enterprise (Bishwamvarpur) (15,001) (42,895) - 470 Soma Enterprise 35,902 40,188 (52,237)471 Sonali Polaris Ft Ltd. - 1 - 472 Sree Krisna Store 190,486 (719) (2,081)473 Sree Prodip Kumar Kundu(Chatmohor) 181,459 29,445 (628)474 Sreeguru Enterprise (8,527) (8,527) (8,527)475 Su Sampad Store (Sarisabari) 33,379 (51,811) (5,085)476 Subarna Store (Patharghata) (2,346) (2,189) (6,644)477 Suchee Enterprise (Dhamrai) 55,663 101,547 (12,842)478 Sufia Motors (209,000) - - 479 Sujon Store (Patgram) 87,874 27,664 (14,403)480 Sumon Traders (Durgapur) 53,711 53,711 53,711 481 Sun Trade Int'L (Munshigonj) 237,540 (154,174) (2,289)482 Sundarban Hotel - 1 - 483 Suraiya Marketing (Nilphamary) (9,093) (145,588) - 484 Surajit Traders(Rajbari) 153,582 138,750 129 485 Swapan Dutta(GM) 2,889 2,889 2,889 486 Taher Store 3,494,668 3,390,453 4,764,349 487 Tamim Enterprise(Singaier) (8,029) 238,548 (21,226)488 Tanvir Traders (Hatibandha) 36,880 (105,456) (9,710)489 Thakur Business Point (Aamtoli) 138,696 295,756 (8,437)490 The Daily Star 60 60 -

84



491 The Mirage - 1 - 492 The Olives - 11,623 - 493 The Prandium - 1,860 - 494 The Stubborn Goat - 1,121 - 495 The Way Dhaka - 8,160 8,160 496 The Westin Dhaka - - 54,895 497 Tokoyo Super Shop 4,418 4,418 4,418 498 Toufiq&Mahi Ent (Bancharampur) (14,652) (14,652) (14,652)499 Trust Ent. (Lichubagan-Chandroghona 22,287 31,551 (60,299)500 Trust Family Needs 99,292 149,682 135,849 501 Trust Family Needs-2 8,779 54,920 48,437 502 Tuha Enterprise (Shathibari) - 20,931 - 503 Turkish Bazar - 960 - 504 Tusti Tuli Enterprise (Pangsha) (6,682) (6,682) (6,682)505 Unimart 106,129 159,671 99,058 506 Unique Hotel & Resorts Ltd. 84,357 65,809 - 507 United Hospital Limited 129,090 101,600 - 508 United Traders (Chhatak) (432,031) (1,152,436) (4,755)509 Universal Medical College & Hos Ltd. - 25,104 - 510 Us-Bangla Airlines 108,516 213,156 102,738 511 Uzzal Traders 48,440 48,443 48,443 512 Veritas Pharmaceuticals Ltd. 68,001 68,001 68,001 513 Waterfall Restaurant Convention Hall - 3,099 - 514 Wazed Cosmetics (Pangsha) (81,274) (81,274) 30,266 515 Z Satota Enterprise (Mathbaria) (56,211) (56,211) (56,211)516 Zafor Store 42,764 (7,929) (35,840)517 Zakir Enterprise 32,483 32,483 32,483 518 Suspenses A/C (23,300) (49,850) - 519 Zero Gravity (62) (62) (62)520 Zia Store (Chhengarchar) (67,478) 8,525 (78,752) 51,831,340 48,470,265 21,338,306

12.02 Other Receivables: Tk. 18,613,547 Inter company transaction 18,613,547 15,156,333

18,613,547 15,156,333 Inter Company Transaction: Quasem Zinc Ltd. (Advance against purchase) - 5,812,207Dividend Receivable from QFPL 750,000 -QFPL Distribution Service Charge 17,863,547 9,344,126 18,613,547 15,156,333

i) This is unsecured and considered good. ii) No provision for doubtful debts has been made in the accounts since there is no doubtful debts. iii) No amount was due by Directors (including Managing Director), Manager and other officers of the company and any of them severally or jointly with any other person.

85

13.00 Advance Income Tax: Tk. 49,340,140 Year-wise Break-up of AIT: 2006-2007 1,141,019 1,141,019 2014-2015 1,589,088 1,589,088 2017-2018 25,948,712 25,948,712 2018-2019 20,661,321 - 49,340,140 28,678,819

14.00 Cash and Cash Equivalents: Tk. 31,535,536 Cash in hand 2,806,597 3,784,222

Head office 1,287,527 2,004,782 Factory office 675,773 949,961 Chittagong office 15,984 1,228 Sales office 707,247 702,715 Transport office 120,066 125,535 Fixed Deposits with Banks (Agrani Bank -A/C 0200012599846) 778,819 741,090 Gratuity Fund (Agrani Bank -A/C 57265) 211,549 206,218 Cash at bank (Note- 14.01) 27,738,570 9,519,578 31,535,536 14,251,107

14.01 Cash at Banks: Tk. 27,738,570

Sl. No. Bank name & Account No.1 Agrani Bank, Principal Branch, Dhaka-A/C # 10439-6 431,197 432,847 2 Agrani Bank, Principal Branch, Dhaka-C/D A/C # 7620-1 6,491,872 (1,004,162)3 BRAC Bank Ltd. CD A/C # 1505200344824001 328,471 176 4 BRAC Bank Ltd. STD A/C # 1505100344839001 2,391 2,391 5 Dhaka Bank Ltd. A/C # 215-100-7225 463,050 465,005 6 Dutch Bangla Bank Ltd. CD A/C # 103.110.14630 8,795,483 5,040,458 7 Dutch Bangla Bank Ltd. CD A/C # 105.110.12534 422,458 464,962 8 Dutch Bangla Bank Ltd. A/C # 151.110.0011570 1,437,888 562,236 9 Dutch Bangla Bank Ltd. A/C # 144.110.0003160 550,080 732,513 10 United Commercial Bank Ltd. A/C # 0392101000002768 87 662 11 Mutual Trust Bank Ltd CD A/C # 7673 4,641,575 2,822,255 12 Prime Bank Current A/C # 10411070007577 940 2,665 13 Sonali Bank Current A/C # 33014133 3,813,489 (547,595)14 Sonali Bank Ltd.Gorai.Tangail Current A/C # 200000533 156,374 340,403 15 Southeast Bank STD A/C # 000213100001525 14,604 15,426 16 State Bank of India A/C # 05420170420001 188,612 189,337 27,738,570 9,519,578

30-June-201830-June-2019Amount in BDT

86


The Company's initial authorized share capital was Tk. 100,000,000 divided into 10,000,000 ordinary shares of Tk. 10 each. It increased its authorized share capital to Tk. 500,000,000 against 50,000,000 ordinary shares of Tk. 10 each in the Extra Ordinary General Meeting held on 07 September, 1997. As on 25 October 2015, the company increased its authorized share capital by issuing 150,000,000 ordinary shares resulting in total 200,000,000 shares of Tk. 10 each.

15.00 Share Capital: Tk. 588,473,860 Authorized Share Capital: 2,000,000,000 2,000,000,000 200,000,000 Ordinary Shares of BDT 10 each

NameDirectors/Sponsors

MD & ChiefExecutive OfficerDirectorDirectorDirectorDirectorSponsorSponsorSponsorSponsorSponsorSponsor

Mr. Tasvir Ul Islam

Dr. Reyan Anis IslamMs. Nafisa QuasemMr. Sameed QuasemMs. Samira Rokaiya QuasemLate Mainul IslamLate Saleena BegumMrs. Khadiza ShamimLate Begum MariumLate Ashraful HudaMr. Ataur Rahaman

9.48

2.00 2.03 2.00 2.00 0.31 0.29

11.88 0.00 0.00 0.0030.00

9.48

2.00 2.03 2.00 2.00 0.31 0.29

11.88 0.00 0.00 0.0030.00

5,579,219

1,178,307 1,195,488 1,177,030 1,178,562

185,024 171,808

6,989,762 2 2 2

17,655,206

4,981,446

1,052,060 1,067,400 1,050,920 1,052,288

165,200 153,400

6,240,860 2 2 2

15,763,580

Designation% of Total Shares

30-06-2019 30-06-2018No. of Total Shares

30-06-2019 30-06-2018

Others: Institutions 22.16 17.59 13,039,227 9,243,283 General Shareholders 47.84 52.40 28,152,953 27,535,445 70.00 69.99 41,192,180 36,778,728 Total 100.00 100.00 58,847,386 52,542,308

Issued, subscribed and paid up capital:19,200,000 Ordinary Shares of Tk. 10 each fully paid in cash 192,000,000 192,000,000 3,840,000 Ordinary Share of Tk. 10 each ( 20% Bonus) 38,400,000 38,400,000 4,608,000 Ordinary Share of Tk. 10 each ( 20% Bonus ) 46,080,000 46,080,000 2,764,800 Ordinary Share of Tk. 10 each ( 10% Bonus ) 27,648,000 27,648,000 3,041,280 Ordinary Share of Tk. 10 each ( 10% Bonus ) 30,412,800 30,412,800 3,345,408 Ordinary Share of Tk. 10 each ( 10% Bonus ) 33,454,080 33,454,080 3,679,949 Ordinary Share of Tk. 10 each ( 10% Bonus ) 36,799,488 36,799,488 4,047,943 Ordinary Share of Tk. 10 each ( 10% Bonus ) 40,479,422 40,479,422 8,014,928 Ordinary Share of Tk. 10 each ( 18% Bonus ) 80,149,290 80,149,290 6,305,077 Ordinary Share of Tk. 10 each ( 12% Bonus ) 63,050,770 -

The above balance has been received from the following:

588,473,860 525,423,080

87


17.00 Reserve and Surplus: Tk. 251,827,948

16.00 Share Premium: Tk. 198,000,000

The Shares of the Company are listed on the Dhaka and Chittagong Stock Exchanges and quoted price at lowest Tk. 30.90 and highest Tk. 75.55 per share and lowest Tk. 30.00 and highest Tk. 82.00 per share respectively.

Range with shareholding position:

Holdings ofShares

No. of shareholders % of shareholders Number of Total shares2019 2018 2019 2018 2019 2018

7,727 4,330

439 254

97 41 25 49 39 11

13,012

8,185 4,000

401 199

69 23 22 32 41 11

12,983

2.25 12.04 5.20 6.11 4.10 2.40 1.92 5.70

19.95 40.34 100.00

2.59 12.13 5.44 5.30 3.29 1.50 1.96 4.12

22.30 41.37

100.00

1,322,222 7,084,225 3,058,350 3,593,129 2,410,590 1,414,370 1,127,482 3,354,318

11,742,728 23,739,972 58,847,386

1,360,741 6,375,368 2,858,351 2,785,210 1,727,202

787,191 1,030,730 2,165,005

11,715,776 21,736,734 52,542,308

Type of Share Premiumper Share

Year ofIssue

No. ofShares

Right ShareRight ShareBonus Share*Right ShareRight Share

1996-971997-981997-981998-991999-00

Tk. 10 eachTk. 15 each

- Tk. 15 eachTk. 15 each

3,000,000 7,800,000

- 2,600,000 1,600,000

30,000,000 117,000,000 (12,000,000)

39,000,000 24,000,000

198,000,000

30,000,000 117,000,000 (12,000,000)

39,000,000 24,000,000

198,000,000

30-June-201830-June-2019

1 to 500 501 to 5,000 5,001 to 10,000 10,001 to 20,000 20,001 to 30,000 30,001 to 40,000 40,001 to 50,000 50,001 to 100,000 100,001 to 1,000,000 Over 1,000,000 Total

* Bonus shares were issued out of share premium under Section 52(2)(a) of the Companies Act, 1994.

Surplus Available for Appropriation 125,819,712 144,486,577 Dividend Equalisation Fund 7,500,000 7,500,000 General Reserve 8,500,000 8,500,000 Income Tax Reserve 3,717,262 3,717,262 Revaluation Reserve Realised 106,290,974 90,104,034 251,827,948 254,307,873

18.00 Revaluation Surplus: Tk. 914,543,063 The amount represents the revaluation surplus of fixed assets of the company. The movement of this account is shown below:

Opening Balance 926,683,268 939,256,265 Less: Deferred Tax Liability - - Less: Realised during the Period 12,140,205 12,572,997 914,543,063 926,683,268 Details of Revaluation Surplus is shown in Schedule B.

88


21.00 Accounts and Other payables: Tk. 84,669,774

20.00 Deferred Tax-Liability: Tk. 169,320,881

Terms & Conditions of Term Loan:The Company is enjoying term loan facility against Auto Finance from LankaBangla Finance Ltd., Level # 11, 20, Kemal Ataturk Avenue, Banani, Dhaka-1213. Terms & Conditions of the loan is as below:

The Company revalued its Lands, Buildings, Plant & Machinery and Head Office Building as of 20 December 2010 by G.K. Adjusters Ltd. Licensed Certified Surveyor Government of Bangladesh following "Current cost method", resulting in a revaluation surplus at Tk. 1,206,606,926 for Quasem Industries Limited.

Opening balance of Deferred Tax Liability 165,437,403 163,186,854 Add : Deferred tax -Liability during the period 7,930,213 6,441,547 Less: Adjusted with Deferred Tax Assets - - 173,367,616 169,628,402 Less: Deferred Tax Assets for revaluation surplus Realise 4,046,735 4,190,999 169,320,881 165,437,403

19.00 Term Loan: Tk. 4,265,993 Lanka Bangla Finance Ltd. 11,050,607 18,340,271 Bay Leasing & Investment Ltd. 1,717,170 2,929,290 12,767,777 21,269,561 Current maturity of Long term loan 8,501,784 8,501,777 4,265,993 12,767,784

Name of theInstitutions

Lanka BanglaFinance Ltd. 14.25% 5 years Monthly (Starting

from 17February, 2015.)Monthly (Starting

from 15October, 2015.)

13.00% 5 yearsLanka BanglaFinance Ltd.

Rate ofInterest

Tenor RepaymentTerm

Security

Monthly (Startingfrom 31

December, 2016.)12.50% 4 yearsBay Leasing &

Investment Ltd.

a. Registration and comprehensive Insurance of vehicle favoring Lanka Bangla Finance Ltd. jointly with QIL.

b. Personal guarantee of the following directors of Quasem Industries Ltd. (i) Mr. Tasvir Ul Islam, (ii) Dr. Reyan Anis Islam, (iii) Ms Nafisa Quasem, (iv) Mr. Sameed Quasem.

c. Post dated cheques.

Sundry Creditors for Goods and Service (Notes: 21.01) 8,778,717 8,138,834 Sundry Creditors -Others (Notes: 21.02) 23,677,533 9,100,620 Provision for Expenses (Notes: 21.03) 19,310,982 25,510,601 Security deposits 230,317 230,317 CBA Contribution 2,595 1,740 Dividend payable 472,545 472,545 Inter company payable (Notes: 21.04) 32,197,084 21,813,597 84,669,774 65,268,254

Detail Break-upof Deffered Tax Liability for the FY 2018-2019 is given below:Accounting Depreciation Tax Depreciation Difference Applicable Rate Deferred Tax Liability

52,307,501 84,028,354 31,720,853 7,930,21325%

89


21.01 Sundry Creditors for Goods and Service: Tk. 8,778,7171 Accounts Payable 836,889 158,413 2 Agrani Enterprise 3,565 3,565 3 Al - Sariat Co. 1,519,990 1,554,021 4 Al-Shariat Packaging 331,480 127,366 5 Andora Enterprise 33,323 178,323 6 C.B.C. Marketing 444,916 1,274,996 7 D.P.C. Industries Ltd. 363 31,363 8 Dohar Mill Stores 1,014,423 1,058,073 9 Karnaphully Transport Agency 469,387 318,705 10 Nicon Advertising 121,074 482,763 11 Sincos Engineers Ltd. 357,645 255,236 12 United Laesing (A/C A R Plastic Ind.) 3,645,663 2,696,010 8,778,717 8,138,834

21.02 Sundry Creditors -Others: Tk. 23,677,533

1 Accounts Payable 1,048,177 217,451 2 Azmot Auto Electric 2,200 2,200 3 Bashundhara Motors 6,200 6,200 4 Dhaka Paper Products Ltd. 500,100 246,962 5 Digital Autocare 145 145 6 Electricity Expenses Payable (H/O) 134,759 159,469 7 Express Insurance Co. 18,173 38,577 8 Faruk Jute & Cotton Supplies 63,420 40,180 9 Global Online/Aamra Networks Ltd. - 90,529 10 Gotia Printing & Publication 5,808 5,808 11 IDLC Bangladesh Ltd. 117,014 117,014 12 J.A.N Associates 18,000 166,500 13 Z.K Plastic Ltd. 20,001 42,140 14 J.K Stationery 186,423 223,492 15 Jamal Motors 73,310 123,327 16 Mercantile Insurance 173,395 173,395 17 Mohakhali Autos 278,124 169,524 18 Murad Automobiles 203,100 136,360 19 Olympic Industries (BCL) 464,015 15,020 20 P/F A/C 477,499 405,654 21 Ply Packeging Ltd 5,804,812 321,641 22 R K Enterprise 237,910 208,005 23 R.M Motors - 100,275 24 Republic Insurance Company Ltd. 27,426 31,637 25 Sincos Automation Technologies Ltd. 113,800 125,900 26 Trade VAT Payable 3,248,274 282,261 27 VAT on Distribution Service Charge Payable (QFPL) 738,616 290,207

90


Name of PartySl.No.

28 WASA Bill Payable (H/O) 6,878 12,932 29 Create Alternative Development For Eng.& Tech. 30,000 30,000 30 S.R Enterprise 49,773 49,773 31 Showroom ( Chittagong ) 4,583 4,583 32 New Noor Motors 25,270 2,954 33 United Agencies 200 200 34 Zishan Enterprise 143,200 215,600 35 Mahbub Automobiles Establishment 40 1,540 36 Macaw Cargo Ltd. 2,796 2,796 37 Northern General Insurance Co. 44,988 8,149 38 Rawshan Traders 34,200 - 39 New Desh Products 181,740 490 40 International Office Equipment - 8,000 41 New Globe Battery & Tyre - 23,395 42 Media House 146,301 47,301 43 B.L AD 59,005 213,855 44 Aim Advertising & Marketing 2 2 45 Titas Hardware Stores 168,000 120,000 46 Bengal Flexipac Ltd. 2,214,104 1,555,782 47 One World Printers 579,412 798,012 48 Singular 67,914 67,914 49 Brothers Motors 16,990 22,140 50 Advertisement Expenses Payable - - 51 Multibrand Workshop Ltd. 125,363 73,807 52 A.M Automobiles 134,250 176,170 53 A.E.G Engineering 2,010,325 - 54 Nitol Motors Ltd. 4,358,068 - 55 New Light Corner 27 - 56 Bangladesh Monospole Paper Mfg. Co. 18,000 - 57 Graphic Trade House 1,475 - 58 Asha Motors 867 - 59 Akhter Furnitures Ltd. 23,562 - 60 Blue Polymer 800 - 61 Powerpac Engineering Co. 12,700 - 62 Prabartana AD. 22,000 - 63 Bashundhara Auto Parts 63,760 - 64 Reflect Media 126,776 - 65 National Finance Ltd. 194,290 - 66 Ad Gerden 10,475 - 67 FNF Automation Works 28,680 - 68 Jamuna Fire Fighting 12,932 - 69 Nitol Motors Ltd.(Service) 8,999 - 70 Level Crossing 4,858 - 71 Polite Advertising 101,200 - 72 MN Communication 112,000 - 73 Saturday Advertise 5,000 - 74 Jessore Tyre Retreading 46,700 - 75 R. B. Motors 35,234 -

91

21.03 Provision for Expenses: Tk. 19,310,982


Name of PartySl.No.

1 Managing Director/CEO's Salary & Benefits 561,550 520,150 2 Lease Rent (Car) 1,204,934 1,204,934 3 Lease Rent Machinery - 7,909,528 4 Salary Factory (MPU-Can) 114,562 133,630 5 Salary Factory (MPU-Printing) 745,180 680,531 6 Wages (MPU-Can) 291,888 272,515 7 Wages (MPU-Printing) 26,694 26,514 8 Audit fees 460,018 341,250 9 BSTI Charges 1,515,749 1,155,931 10 Factory Electricity Bill 623,812 570,887 11 Factory Electricity Bill (MPU) 154,109 71,694 12 Gas Bill (MPU) 49,200 59,013 13 Generator Fuel MPU 84,500 52,571 14 Office Rent (Bogra) - 31,200 15 Office Rent (Chittagong) 38,000 38,000 16 Office Rent (N.Gonj) - 19,500 17 Office Rent (Mymensingh) 12,488 17,118 18 Garage Rent (Rangpur) 3,000 4,000 19 Office Rent (Rangpur) 33,600 22,400 20 Telephone Expenses (S & D) - 3,155 21 Salary 11,447,865 10,669,345 22 Fuel Bill (Factory) QIL 191,816 86,064 23 Staff welfare H/O 93,750 93,750 24 Gas Bill-Zinc Calot 206,621 183,206

76 Reliance International 166,822 -77 Sanji Automobiles 16,200 - 78 Dristy Communication 198,435 - 79 Sree Bikash Shutradhar 15,055 - 80 Pharhome Trading Ltd. 5,000 - 81 Active Environmental Technology 48,200 - 82 Smart Technologies (BD.) Ltd. 357,000 - 83 Webable Bangladesh Ltd. 81,700 - 84 Smart Printing Solutions Ltd. 47,897 - 85 Green International 389,414 - 86 Butterfly Marketing Ltd. 382,830 - 87 A-Cubed Ltd. 86,353 - 88 Colorplus Masterbatch Mfg.Ltd. 19,750 - 89 Laugfs Gas (BD) Ltd. 1,199,922 - 90 Quasem Foods Products Limited (4,531,48091 City Corporation Tax payable - 1,925,352 23,677,533 9,100,620

-

Name of PartySl.No. 30-June-201830-June-2019

Amount in BDT

22.01 Income Tax Expenses: Tk. 44,493,128 Year-wise Break-up 2018-2019 8,339,861 - 2015-2018 (WPPF Over Charged) 259,554 259,554 2017-2018 19,991,879 19,991,879 2015-2016 2,315,002 2,315,002 2012-2013 2,734,068 2,734,068 2011-2012 6,955,451 6,955,451 2010-2011 3,897,313 3,897,313 44,493,128 36,153,267

22.02 Workers' Profit Participation Fund (WPPF): Tk. 16,437,758

Opening balance 18,843,298 19,823,126 Add: Charged during the period 3,254,015 5,564,932 Less : Excess Charged 2015-2018 (1,038,217) - Less : Paid during the period (4,621,338) (6,544,760) 16,437,758 18,843,298

21.04 Inter Company Payable: Tk. 32,197,084

Quasem Lamps Ltd. 32,197,084 21,813,597 32,197,084 21,813,597

22.00 Accruals and Provisions: Tk. 60,930,886

Income Tax Expenses (Note: 22.01) 44,493,128 36,153,267 Workers' Profit Participation Fund (Note - 22.02) 16,437,758 18,843,298 60,930,886 54,996,566

Quasem Lamps Ltd. is considered as related party and Shown in Supplier list as well as relatedparty disclosure note.

25 Wages-H.P Can making 206,797 148,010 26 Salary-H.P Can making 111,750 102,750 27 Salary-H.P Can Filling 70,625 97,000 28 Wages-H.P Can Filling 225,668 184,811 29 Sales Incentive 8,177 28,570 30 VDS Payable Agst.QFPL Dist.Service Charge 290,207 - 31 Director's Salary & Benefits 215,000 - 32 Lease Rent QZL Factory 323,420 782,574 19,310,982 25,510,601

92

93

24.00 Net Turnover: Tk. 1,855,505,333

Item Unit Qty.RateIncl.VAT

TurnoverIncluding

VAT

TurnoverIncluding

VATVAT

AmountVAT

Amount

2018-2019 2017-2018

23.00 Short Term Loan & Bank Overdrafts: Tk. 543,670,595

CC Hypo A/C-MTBL 154,616,140 163,632,212 Loan General-MTBL 21,103,231 112,923,228 LTR-MTBL 4,871,617 14,285,566 Demand Loan-MTBL - 123,542,959 Term Loan-MTBL 267,451,680 - UPAS-MTBL 95,627,927 116,745,610 543,670,595 531,129,575

These are secured by first charge mortgage on the inventories, investments and floating assets and second charge on the fixed assets of the company.


UM-1PL (VINYL) UM-1PL (VINYL) UM-3 (Green)UM-3 (Green)UM-3 (HD)UM-3 (HD)UM-3 (HD-P.Card)UM-3 (HSVJ)UM-3 (HSVJ)UM-3 Extra (HD)UM-4 HD(AAA)UM-4 HD(AAA)UM-4 BatteryUM-4 BatteryEcono 3AAL-Mnf.Super Econo TorchT.Light ABS 2D/TL-30T.Light ABS 3D/TL40F.Light 2D1LEDF.Light 3D1LEDPrinted Tin PlateMetal ProductsHigh Pressure CanRound CanUM-4 (Haque)Sealing GlueNMDZinc Calot

Ctn./120Ctn./120Ctn./480Ctn./480Ctn./480Ctn./480Ctn./480Ctn./480Ctn./480Ctn./480Ctn./480Ctn./960Ctn./480Ctn./960Ctn./120Ctn./120

Ctn/24Ctn/24

Ctn./120Ctn./120

SheetSheetSheetSheet

Ctn./120Kg.Kg.Kg.

- 44,297

- 50 -

120,167 - -

23,586 2,641

- -

47,347 4,465 1,781

285 57

102 9 7

- - - - - - - -

- 1,587

- 2,547

- 2,547

- -

2,254 2,699

- -

2,241 4,140 9,430 9,948 4,945 5,520 5,621 9,367

- - - - - - - -

- 70,299,339

- 127,363

- 306,094,117

- -

53,162,844 7,128,191

- -

106,086,351 18,485,100 16,794,830

2,835,038 281,865 563,040

50,591 65,567

30,008,738 69,825,565

5,679,373 14,860,937

- - - -

- 9,169,479

- 16,613

- 39,925,320

- -

6,934,284 929,764

- -

13,837,350 2,411,100 2,190,630

369,788 36,765 73,440

6,599 8,552

3,914,183 9,107,682

740,788 1,938,383

- - - -

36,609,151 30,500,236

273,510 132,457

262,740,094 74,574,565

278,146 47,090,246 12,007,058

5,125,496 86,507,866 13,645,440 11,518,997

1,188,180 29,289,580

5,590,495 168,130 899,760 387,863 131,135

54,330,901 58,242,739

187,605 16,219,753

3,063,600 33,401

310,500 1,035,000

4,775,107 3,978,292

35,675 17,277

34,270,447 9,727,117

36,280 6,142,206 1,566,138

668,543 11,283,635

1,779,840 1,502,478

154,980 3,820,380

729,195 21,930

117,360 50,591 17,105

7,086,639 7,596,879

24,470 2,115,620

399,600 4,357

40,500 135,000

Manufacturing:

94

Item Unit Qty. TurnoverIncluding

VAT

TurnoverIncluding

VATVAT

AmountVAT

Amount

2018-2019 2017-2018

TradingBattery :UM-4 HD (AAA)UM-4 HD (STRIP)UM-1 (HS PL) UM-3 (HD)UM-3 (HD) GreenUM-3 Extra (HD)UM-3HS (V)UM-3HD (CARD)UM-4 -2 B

Ctn./480Ctn./960Ctn./120Ctn./480Ctn./480Ctn./480Ctn./480Ctn./480Ctn/480

- 11,713 43,852

112,492 5,095

17,883 29,898

1 61,999

- 35,947,722 116,339,916 594,125,068

301,955 12,930,729 96,968,907

5,022 185,278,875

- 1,711,796 5,539,996

28,291,802 14,379

615,749 4,617,567

239 8,822,804

163,731,315 29,710,017 111,040,792 634,619,387

1,021,359 9,546,446

107,624,100 768,366

11,195,503

6,297,358 1,142,693 4,270,800

24,408,438 39,283

367,171 4,139,388

29,553 430,596

3D-ABS2DABSABS AAA (Mini)2D1LED3D1LEDR. Lamp 3D 20LEDEcono 3AALEcono SUPER 3AAL (L)

Ctn./120Ctn./120Ctn./120Ctn./120Ctn./120

Ctn./18Ctn./120Ctn./120

8,775 6,535

- 10

13,264 4

18,572 19,499

944,562 380,831

- 95,483 55,694 3,600

31,354,666 5,802,482

44,979 18,135

- 4,547 2,652

171 1,493,079

276,309

1,556,421 296,141 60,096

549,117 306,319

7,401 55,656,429 11,389,189

59,862 11,390 2,311

21,120 11,782

285 2,140,632

438,046

Flash Light :

Jasmine-300MLRose-300MLLemon Grass-300MLRojonigondha-300MLLemon -300MLSeabreeze-300ML

Ctn./24Ctn./24Ctn./24Ctn./24Ctn./24Ctn./24

25,411 17,617 30,765 23,640 27,734 16,847

14,227,796 3,065,648

11,088,475 11,183,694 13,540,022

380,900

677,514 145,983 528,023 532,557 644,763 18,138

14,046,152 6,494,095

11,386,350 11,251,894 13,002,609 2,928,452

540,237 249,773 437,937 432,765 500,100 112,633

Air Freshner

Item Unit Qty.RateIncl.VAT

TurnoverIncluding

VAT

TurnoverIncluding

VATVAT

AmountVAT

Amount

2018-2019 2017-2018

Zinc Calot-UM-3 (Olympic)Zinc Calot-UM-4 (Olympic)Plastic CapGhee Cap (dia- 52)Ghee Cap (dia- 65)Ghee Cap (dia- 99)

Kg.Kg.PcsPcsPcsPcs

8,000 6,000

752,172 201,400 147,075

10,120

370 370

3 2 2 4

2,962,400 2,221,800 2,594,993

347,415 338,273

40,733 710,854,463

386,400 289,800 338,477

45,315 44,123

5,313 92,720,147

- -

3,576,650 - - -

755,658,552

- -

466,520 - - -

98,564,159

Amount in BDT

Sub Total

95

Amount in BDT

Body Spray:

Item Unit Qty. TurnoverIncluding

VAT

TurnoverIncluding

VATVAT

AmountVAT

Amount

2018-2019 2017-2018

1,896,386,632 90,304,257

2,607,241,095 183,024,405 176,552,743

2,027,703,115 77,988,581

2,783,361,665

Sub Total

Grand Total

Jasmine-125MLRose-125MLLemon-125MLRojonigondha-125MLLemon Grass-125MLSeabreeze-125MLLavender- 300MLAnti Tobacco- 300MLHasna Hena- 300ML

Ctn./48Ctn./48Ctn./48Ctn./48Ctn./48Ctn./48Ctn./24Ctn./24Ctn./24

275 9,887

13,882 13,625 21,423 13,462 15,110 19,518

8,554

1,017,459 318,840

1,703,978 683,826

1,198,239 27,010

4,783,386 6,290,116 6,566,032

48,450 15,183 81,142 32,563 57,059 1,286

227,780 299,529 312,668

1,475,926 705,004

2,193,577 1,254,394

970,232 891,870

- - -

56,766 27,116 84,368 48,246 37,317 34,303

- - -

Cool WaterEmotionKissSecretSignatureWild

Ctn/24Ctn/24Ctn/24Ctn/24Ctn/24Ctn/24

15,252 10,761

6,651 10,739

8,071 11,544

4,313,491 273,767 280,091 186,895

5,681,275 3,262,953

205,404 13,037 13,338 8,900

270,537 155,379

6,775,583 2,450,034 2,390,182 2,325,160 6,866,216 4,866,102

260,599 94,232 91,930 89,429

264,085 187,158

Gas Lighter :1A- 501A- 251A- Color1L1M1SE-1

Ctn./1000Ctn./1000Ctn./1000Ctn./1000Ctn./1000

Ctn./600Ctn./300

59,528 7,950

10,301 29,104

8,082 5,570 4,213

446,039,524 7,376,800

27,560,549 214,326,034

2,704,286 502,164

3,101,176

21,239,977 351,276

1,312,407 10,206,002

128,776 23,913

147,675

438,872,594 6,024,284

28,323,875 297,794,063

2,712,440 775,748

3,256,220

16,879,715 231,703

1,089,380 11,453,618

104,325 29,836

125,239

Sun Chips :Tomato Tango- 80 GMTomato Tango- 38 GMTomato Tango V Cut-22 GMMix Masala- 80 GMMix Masala- 38 GMMix Masala V Cut- 22 GM Garlic & Chilli- 38 GMWasabi- 38 GMThin & Crispy- SP

Ctn./60Ctn./80Ctn./80Ctn./60Ctn./80Ctn./80Ctn./80Ctn./80Ctn./80

9,636 6,868 3,668 9,645 8,818 3,299 8,943 6,663 5,060

1,830,009 1,422,247 1,908,006 1,839,419 1,990,147 1,484,709 2,288,412 1,248,638 1,541,555

87,143 67,726 90,857 87,591 94,769 70,700

108,972 59,459 73,407

2,124,518 1,489,930

288,731 2,128,379 2,050,082

173,313 1,730,880 1,155,074 1,060,985

81,712 57,305 11,105 81,861 78,849 6,666

66,572 44,426 40,807

Butane Gas:Butane Gas Pcs/24 6,352 8,613,555 410,169 6,389,768 245,760

96

25.00 Cost of Goods Sold: Tk. 1,515,657,352Opening finished goods 131,380,470 78,935,403 Add: Materials used in production (Note: 25.01) 1,190,989,305 1,411,812,716 Manufacturing Cost (Note: 25.02) 279,927,720 290,328,969 1,470,917,024 1,702,141,685 Less: Closing finished goods (86,640,142) (131,380,470) 1,515,657,352 1,649,696,618

Gross TurnoverLess:1% Additional Trade VATReturn

Less:Inter Departmental Sale

Less:Value Added TaxSupplimentary Duty Add:Fractional DifferenceNet Turnover

2,607,241,095

- 1,929,046

2,605,312,049

559,607,031 2,045,705,018

183,024,405 7,175,439

159 1,855,505,333

2,783,361,666

733,734 1,944,858

2,780,683,074

584,207,402 2,196,475,672

176,552,743 4,382,287

21,739 2,015,562,381

Turn Over Reconciliation:

25.01 Materials used in production: Tk. 1,190,989,305Opening Raw and packing materials 159,315,445 132,749,125 Purchase of raw and packing materials 1,747,203,137 2,027,393,880 Less: Inter Departmental purchase (559,607,031) (584,207,402) Net purchase 1,187,596,106 1,443,186,478 Raw and packing materials available 1,346,911,551 1,575,935,603 Less: Closing raw and packing materials (160,501,858) (159,315,445) Raw and packing materials consumption 1,186,409,693 1,416,620,158 Add: Opening Work In Process (WIP) 22,172,633 17,365,191 Less: Closing Work In Process (WIP) (17,593,021) (22,172,633) 4,579,612 (4,807,442) 1,190,989,305 1,411,812,716

25.02 Manufacturing Cost: Tk. 279,927,720

2017-20182018-2019Amount in BDT

Bonus 16,354,042 15,550,909 BSTI Fees 359,818 621,347 Spare & Maintenances (Vehicles) 1,697,718 3,940,241 Carriage Inward 58,470 45,955 Depreciation 34,156,376 33,384,771 Electricity Charges 11,449,305 12,132,438 Entertainment 1,130,928 1,280,994 Factory Office Maintenances 444,366 526,091

97

Fuel & Oil 3,135,709 6,559,231Gas Bill 2,900,840 3,258,787 General Expenses 1,479,614 1,464,178 Human Resources Development 34,543 26,278 Insurance 1,516,458 922,611 Lease Rent 40,153,634 44,461,344 Medical & Welfare 2,890,443 2,127,561 News Paper & Periodicals 14,204 13,878 Stationery Expenses 645,438 713,159 Postages & Telephone 197,241 102,270 Product Development 1,642,268 1,997,726 Registration & Renewals 47,450 61,925 Rent Rates & Taxes 240,650 194,439 Repair & Maintenances 6,721,170 7,599,434 Repair & Maintenances (Computer) 21,240 116,940 Repair & Maintenances (Factory Building) 989,232 2,656,155 Salary, Wages & Allowances 125,991,154 118,275,136 Gratuity Expenses 6,871,182 12,469,804 Earned Leave Expenses 214,217 377,117 Provident Fund Expenses 645,045 535,320 Stores & Spares 5,314,208 5,471,367 Tour & Allowance 1,595,500 2,043,135 Travelling & Conveyance 2,078,695 3,000,000 Delivery Charges 7,495,130 6,055,800 Uniform 422,686 495,453 Fees & Charges 13,280 50,102 Bank Charge & Interest 43,829 1,167,696 VDS on Expenses 192,864 134,418 Indirect Materials Expenses 768,773 458,859 ISO Certification - 36,100 279,927,720 290,328,969

26.00 Administration Expenses: Tk. 129,694,444

2018-2019 2017-2018Amount in BDT

Salaries & Allowances 63,550,307 57,579,091 Gratuity 2,036,618 4,432,099 Earned Leave 1,047,811 1,404,312 Provident Fund Contribution 3,890,120 2,877,310 Bonus 15,738,170 9,850,109 Charity & Donation 40,950 91,214 Depreciation 12,385,770 12,794,160 Managing Director/CEO's Salary & Benefit 6,490,200 5,993,400

98

2018-2019 2017-2018Amount in BDT

Managing Director/CEO's Bonus 452,550 420,000 Director's Salary & Benefit 2,665,500 2,425,000 Electricity Charges 1,174,299 1,446,411 Entertainment 709,497 906,862 Fees & Other Charges 1,428,150 1,457,881 Human Resources Development 86,938 126,021 Insurance Premium 276,542 485,844 Internet 786,015 787,642 Rent, Rates & Taxes 11,118 10,908 Meeting Expenses 578,207 628,033 General Expenses 618,703 606,379 News Papers & Periodicals 52,962 57,060 Office Maintenance 740,075 543,399 Postages & Telegram 31,363 56,871 Stationery Expenses 529,089 857,432 Registration & Renewals 71,645 96,005 Repaire & Maintenances 2,750 166,300 Computer Maintenances 310,019 199,904 Right Share Written Off 69,499 76,931 Audit Fees 343,750 331,250 Tour & Allowances 1,635,500 1,450,440 Staff Welfare 209,009 138,400 Telephone & Trunk Calls 595,633 698,556 Travelling & Conveyance 1,513,276 1,536,732 Uniform (Washing & Making) 115,865 107,895 Fuel, Oil & C.N.G 4,399,817 4,387,489 Spare & Maintenances (Vehicles) 2,471,872 1,741,409 WASA Bill 131,424 208,580 B.S.E.C Complaince 176,920 1,175 Board Meeting Expenses 662,500 345,000 Bank Charge & Interest 51,068 63,338 City Corporation Tax - 583,440 Legal Expenses 65,000 - Office Rent 1,085,600 - Travelling & Daily Allowance 462,343 791,152 129,694,444 118,761,432

(a) Auditor's fees represents audit fee for auditing the accounts for the year ended 30 June, 2019. Auditors were not paid any other fees.

(b) The Company did not pay any remuneration to other Directors except Managing Director & CEO and Director HR & Admin who are the Director of the Company.

99

2018-2019 2017-2018Amount in BDT

27.00 Selling & Distribution Expenses: Tk. 118,902,807Advertisement 384,484 514,933 Delivery Charges 8,710,231 8,772,749 Depreciation 5,765,355 3,646,372 Electricity 508,427 349,146 Entertainment 571,680 502,805 Insurance Premium 233,314 352,987 Insurance Premium (Khilkhet Stock) 30,291 20,223 Miscellaneous 117,394 206,034 News Papers & Periodicals 19,679 17,623 Office Rent 237,526 527,008 Office Maintenances 580,101 577,844 Fuel, Oil & C.N.G 4,243,203 5,056,607 Postages & Telegram 167,815 184,710 Human Resource Development - 6,300 Stationery 784,193 804,873 Gas Bill 54,000 59,100 Sales Incentive & Promotional 222,385 257,237 Salaries 33,544,042 34,070,432 Salaries (SR/SSR) 26,770,535 27,454,223 Bonus 4,797,145 6,334,238 Bonus (SR/SSR) 3,771,448 3,923,990 Repair & Maintenances 275,806 257,012 Security Expenses 213,500 202,500 Telephone & Trunk calls 2,840,125 2,861,839 Gardening & Plantation 600 1,750 Travelling & Conveyance 1,261,542 1,381,991 Travelling & Conveyance ( SR/SSR ) 5,712,480 6,516,573 Spare & Maintenances (Vehicles) 1,192,884 1,906,742 Registration & Renewals 15,550 17,507 WASA Bill 150,689 180,152 Daily Allowance ( SR/SSR ) 8,671,149 8,877,012 Lease Rent - 600,000 Internet Exp 114,047 104,649 Distribution Cost 3,865,526 3,941,779 Travelling & Daily Allowance ( Tour ) 2,095,061 2,532,655 Product Development 19,717 12,644 Medical Welfare 40,525 17,466 Repair & Maintenances (Computer) 92,850 117,550 Bank Charge & Interest (DD Com) 257,144 248,504 Dhaka Retail 315,457 489,615 Sales Conference 254,907 1,386,764 118,902,807 125,294,138

100

i) During the year under review, the company allowed no compensation to the Chief Executive Officer/Managing Director and Director HR & Administration of the company except remuneration from July'18- December'18 Tk. 520,150 and January'19 - June'19 Tk. 561,550 and Tk.1,96,500 from July'18-December'18 & Tk.2,15,000 from January'19-June'19 per month respectivly.

ii) During the year, no amount of money was expended by the company for compensating any member of the Board for special service rendered.

2018-2019 2017-2018Amount in BDT

28.00 Finance Cost: Tk. 55,498,560CC Hypo A/C-MTBL 18,445,771 18,330,658 Loan General-MTBL 10,612,908 11,845,923 LTR-MTBL 1,611,523 1,486,276 CD-MTBL 70,958 70,950 T.Loan-MTBL 12,305,420 - D.Loan-MTBL 6,556,363 9,243,134 Agrani & Others 5,895,617 94,348 55,498,560 41,071,289

31.00 Unappropriated Surplus Brought Forward (Re-stated): Tk. 77,009,490

32.00 Other Information

32.01 Payment/Perquisites To Directors:

Unappropriated Surplus brought Forward 144,486,577 152,207,408Less: Stock Dividend 2018 (63,050,770) (80,149,282)Less: Payment of Expenses for Previous Year (4,426,317) (6,871,829)City Corporation Tax - (2,683,824)Tax for AY 2004-2005 - (500,000)UPAS Payable - 1,593,199Salary Payable - (2,263,177)Dividend Payable - (2,180,061)WPPF Over charged (2015-2018) 1,038,217 - Tax payable for WPPF overcharged (2015-2018) - (259,554)Provident Fund Expense (824,512) - MPU-Deferred Revenue Expense (2,100,755) - Spare Parts Expenses (7,420) - MPU-VAT & Misc Expense (1,040,340) - Bank Charges & Interest (Hypo-MTBL) 1,511,339 - Advertisement Expense (2,897,853) - Others Expense (104,993) (578,412) 77,009,490 65,186,296

29.00 Other Income: Tk. 58,663Miscellaneous Income 58,663 21,887 58,663 21,887

30.00 Income Tax Expenses: Tk. 16,270,073Current tax 8,339,861 19,991,880Deferred tax 7,930,213 6,441,547 16,270,073 26,433,427

101

i) Which may arise on the assessment of income taxes of the company.ii) An amount of Taka 33,758,414 claimed as VAT from the company by VAT authority on the differential

amount of sales value to the distributors and sales value as per MRP shown as commission during the year 1996-97, 1997-98, 1998-99.The company filed appeal to the Commissioner Appeal Customs, Excise & VAT by depositing Tk. 1,687,921 against the order of the DC Customs, Excise & VAT and subsequently the company filed appeal to the Appellate Tribunal by depositing Tk.3,375,842 against the order of the Commissioner, Appeal, Customs, Excise & VAT. Appellate Tribunal passed order keeping the order of Commissioner Appeal unaltered. As such the company has filed petition to High Court which is subjudice. The Honorable Court passed the order of stay till disposal of the case.

2018-2019 2017-2018Amount/USD

32.02 Transaction in foreign currency

32.03 Contingent Liabilities

During the year, the Company carried out a number of transactions with related parties in the normal course of business. The names of the related parties and nature of these transactions have been set out in accordance with the provisions of International Accounting Standard-24. Related Party Disclosures:

32.04 Related Party Transactions

There are no claims against the company acknowledged as debts excepting claims, if any:

Particulars CFR value of import: Raw and Packing materials 3,211,242 5,633,330Average Exchange Rate on June 30, 2019 Conversion rate 84.5000 83.7250

Amount In Taka

Name of Company RelationshipNature of

Transaction 2019 2018 2019 2018

Transaction valueyear ended 30 June

Receivable/Outstandingbalance as at 30 June

Quasem Zinc Ltd.

Quasem Zinc Ltd.

Quasem Food Products Ltd.



Quasem Lamps Ltd.

5,812,207

1,200,000

30,345,525

-

13,920,502

424,637,467

475,915,701

-

-

29,093,573

-

10,497,242

463,880,760

503,471,575

-

(323,420)

17,863,547

10,000,000

4,531,480

(32,197,084)

(125,477)

5,812,207

-

9,344,126

10,000,000

-

(21,813,597)

3,342,736

Sister Concern

Sister Concern

Sister Concern

Sister Concern

Sister Concern

Sister Concern

Purchase of Callot

Lease Rent ofFactory Premises

Distribution Service/Trading

Deposit againstdistribution of product

Purchase of Chips

Purchase ofGas lighter

Total

102

Amount in BDT30-June-2019ParticularsNo.

(a) Managerial remuneration paid or payable during the year to the directors including Managing directors/CEO and Director HR & Aministartion. 8,959,200 8,240,400 (b) Any other perquisite or benefits in cash or in kind stating approximate money value where applicable. 649,050 598,000 (c) Other allowances and commission including guarantee commission - - (d) Others. - (i) Pensions - - (ii) Gratuities - - (iii) Payments from a provident funds, in excess of own subscription and interest thereon - - (e) Share Based payments - -

30-June-2018

32.05 Transaction with key Management Personals

32.06 Production Capacity utilization

527.52 379.94 56.80 14.95 323.14

660.15 467.86 49.43 380.74

660.15 467.86

87.12

143.81 86.01 324.05

18.41 14.73 2.68 141.90 12.05

18.41 14.73 2.78 139.84 11.95

UM-1 & UM-4 Battery

UM-3 Battery

Remarks

Unit - 1 & 2

Item

InstalledCapacity(Million

Pcs)

EffectiveCapacity(Million

Pcs)

Under/OverCapacity(Million

Pcs)

Total 30-06-2019

Total 30-06-2018

Total 30-06-2018

Total 30-06-2019

Actual Production

3.02

2.421.81

3.62

4.35

3.19

2.90

3.48

2.55

0.11

0.13

0.53

3.62

3.81

20.93

2.79

3.35

2.02

2.42

1.931.45

0.34

0.521.05

13.95

26.9472.65

2.08

1.410.40

Printed Tin Plate

Semi Auto Can LineHigh Pressure Can

Can Filling:

125/150 ml

250 ml

300 ml

Unit- 3

Under capacity utilization.

% toEffectiveCapacity

MillionPcs

57.61132.63 87.92 30.31 34.48

103

32.07 Quantitative details of Opening stock, Production/Purchases, Sales/Transfer and Closing stock of Finished/Trading goods:

ParticularsPcsPerCtn.

2018-2019 (Quantity in Cartons) 2017-2018 (Quantity in Cartons)Opening

StockProduction/Purchase

Sales/Transfer

ClosingStock

OpeningStock

Production/Purchase

Sales/Transfer

ClosingStock

- 43,276 95,759

2,806 -

19,778 - -

42,643 4,843

- 1,599

- - - 54 88 -

254 - - -

336,914 1,554,533

790,972 88,319

4,200 22,854

5,595 4,483 1,566 3,869 1,765

- 44,297

120,729 2,641

50 23,586

359 -

47,347 4,465

- 1,781

7 9

- 57

102 -

285 - - 53

310,101 1,430,039

830,248 86,340

4,081 22,505

5,384 4,498 1,557 3,885 1,773

- 132 103 539

58 1,486

- -

3,365 581

11 20

170 162

3 5 5

30 17

6 23 -

31,770 187,651

95,566 2,077

379 835 220 115

29 31 35

6 -

15,889 243

47 1,212

173 -

971 1,634

11 315 191 260

3 7

- 30

102 6

23 61

29,267 84,823 19,608

1,118 - - -

108 41

1 9

10,475 37,705

149,062 2,030

231 33,216

306 1,850

50,848 2,152

- 2,993

- - 14 30

182 5

507 20 - -

251,660 327,089 974,882

93,658 7,689

26,849 4,003 4,066 1,748

573 1,172

10,140 36,892

139,879 1,899

170 29,134

120 1,850

43,750 3,583

- 3,106

14 89 14 29

163 5

562 20 - 8

275,970 348,755 859,648

94,677 7,428

26,362 3,994 4,044 1,769

528 1,137

341 813

25,072 374 108

5,294 359

- 8,069

203 11

202 177 171

3 8

19 30 48

6 23 53

4,957 63,157

134,842 99

261 486

9 129

20 46 43

120120480480480480480480480960120120120120

242424

100120

247218

24

2480608080

UM-1 (PL)UM-1 (PL-Vinyl)UM-3 (HD)UM-3 (HD-Extra)UM-3 (Green)UM-3 (Hi-Sup) -VinylUM-3 (H/D) -Paper CardUM-4 (Haque)UM-4 Batt (2 pcs - BP)UM-4 Batt (2 pcs - BP)Econo LED (Import-Factory)Econo LED (Factory Made)Flash Light 3D 1LEDFlash Light 2D 1LEDFlash Light 3D ABS (TL-40 Import)Flash Light 2D ABS (TL-30 Factory)Flash Light 3D ABS (TL-40 Factory)Flash Light ABS AAA (MINI-Remote)Super Eco Flash Light (TL-20)Flash Light ALU 3D1WLBi-Cycle LightReading LampPrinted Tin PlateRound/Pressure Can Pressure Can FillingGas LighterBody SprayAir FreshnerButane gasSun Chips 38 GramsSun Chips 80 GramsSun Chips 22 Grams (V.Cut)Thin & Crispy-SP (Poly)-22 Grams

- 1,154

25,072 374 108

5,294 359

- 8,069

203 11

202 177 171

3 8

19 30 48

6 23 53

4,957 63,157

134,842 99

261 486

9 129

20 46 43

104

2018-2019 2017-2018Amount in BDT 32.09 Disclosure Under Requirement of SEC Notification:

(BSEC/CMRRCD/2006-158/208/Admin/81, Dated 20 June 2018)

A. Net Assets Value Per Share (NAV) Net Asset for the Year 1,952,844,871 1,904,414,220 Number of Shares Outstanding 58,847,386 58,847,386 33.18 32.36 B. Earning per Share (EPS): Net Profit for the Year 48,810,222 79,300,281 Number of Shares Outstanding 58,847,386 58,847,386 0.83 1.35

C. Net Operating Cash Flow per Share (NOCFPS): Net Cash Flow from Operating Activities 95,539,070 33,888,337 Number of Shares Outstanding 58,847,386 58,847,386 1.62 0.58

D. Reconciliation of Net Profit with cash flows from Operating Activities:

Profit before tax 65,080,296 105,733,708 Finance cost 55,498,560 41,071,289 Investment Income (2,177,953) (1,444,277) Non cash items 50,051,917 43,030,417 (Increase)/ Decrease in Current Assets (13,749,849) (80,257,498) Increase/(Decrease) in Current Liabilities 16,995,979 (4,512,305) Cash generated from Operations 171,698,951 103,621,332 Tax paid (20,661,321) (28,661,706) Interest paid (55,498,560) (41,071,289) Cash from/ (used in) operating activities 95,539,070 33,888,337

Un-availed credit facilities to the company as on 30 June 2019 are as under:Bank & Branch Name

Mutual Trust Bank ltd.(Gulshan branch, Dhaka)

CC-HypoLTRTerm LoanLoan GeneralUPAS

150,000,00014,600,000

200,300,000101,170,000101,850,000

154,616,1404,871,617

267,451,68021,103,23195,627,927

(4,616,140)9,728,383

(67,151,680)80,066,769

6,222,07324,249,406

Nature of loan Credit limit Outstanding Unavailed limit

32.08 Un-availed Credit Facilities:

There are no credit facilities available to the company under any contract (other than credit available in ordinary course of business) at the Statement of Financial Position date .

105

Managing Director/CEO ChairpersonDirector


32.10 Commission, Brokerage or Discount: No brokerage and discount against sales was paid during the year.

32.11 Payment Made In Foreign Currency: No expenses including Royalty, Technical Experts & Professional Advisory Fees and Interest etc.

were incurred or paid in foreign currencies during the financial year.

32.12 General Expenses: General expenses include the expenses on account of Canteen subsidy, Picnic, Ceremonial, Flowers

and Plantation, which have not exceeded 1% of revenue.

32.13 Employee Details: i) Number of employees engaged for the whole year and drawing remuneration Tk. 60,000 and above

per annum are 470. ii) Number of employees engaged for the part of the year and drawing remuneration @Tk. 5,000 or less

per month are Nil.

32.14 Re-arrange of Last Year Figures: To facilitate comparison, certain relevant balances pertaining to the previous year have been rearranged

or reclassified and restated whenever considered necessary to conform to current year presentation.

32.15 Events after the Reporting Period (IAS-10): i) The Board of Directors in their meeting held on 22nd October 2019 have recommended 7% stock

dividend (i.e. bonus share for 07 shares against 100 shares) as well as 5% Cash Dividend on record date for the year ended 30 June 2019 subject to approval of the shareholders' in the Annual General Meeting scheduled to be held on 12 December 2019. The financial statements for the year ended 30 June 2019 do not include the effect of the said dividend which will be accounted for in the period when shareholders' right to receive payments.

ii) There are no other events identified after the date of the statement of financial position which requires adjustment or disclosure in the accompanying financial statements.

106

UNIT

- 1 &

2 ( F

ACTO

RY )

PROP

ERTY

, PLA

NT A

ND E

QUIP

MENT

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k. 2,1

93,44

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Build

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Sale

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fice)

108

Schedule-B

Unit 1 & 2 (Factory) Realized Upto June'18

TotalRealized

Realizedduring the

PeriodCharged

AdditionRevaluation

Surplus

ClosingRevaluation

SurplusDepr.Rate

REALISATION OF REVALUATION SURPLUS: Tk. 16,186,940

HEAD OFFICE

Land & Land Development 0% 229,025,768 - - - 229,025,768 Building & Other Construction 2.5% 35,028,181 10,029,006 624,979 10,653,985 24,374,196 Plant & Machinery 5% 154,657,103 57,723,822 4,846,664 62,570,486 92,086,617 Generator 10% 294,640 153,713 14,093 167,806 126,834 Electrical Installation 10% 708,768 369,767 33,900 403,667 305,101 Sub Total 419,714,460 68,276,309 5,519,636 73,795,944 345,918,516 Grand Total 2018-2019 1,296,102,875 211,434,181 16,186,940 227,621,121 1,068,481,754

SALES OFFICE

UNIT-3

Land & Land DevelopmentLand & Land DevelopmentBuilding & Other ConstructionBuilding & Other ConstructionPlant & Machinery Plant & MachineryDeep Tube wellGeneratorGenerator Laboratory Equipment Electrical Equipment Electrical Installation Total

0%0%

2.5%2.5%

5%5%5%5%5%5%

10%10%

7,776,363 279,807,925 19,196,537

110,993,256 60,911,399 31,431,986

139,121 390,770 813,877

1,081,759 123,218 399,051

513,065,262

- -

7,627,043 31,778,756 39,075,487 11,731,594

89,249 250,685 245,517 693,964 64,283

208,186 91,764, 765

- -

289,237 1,980,363 1,091,796

985,020 2,494 7,004

28,418 19,390 5,894 19,087

4,428,703

- -

7,916,280 33,759,119 40,167,283 12,716,614

91,743 257,689 273,935 713,354 70,177

227,273 96,193,467

7,776,363 279,807,925 11,280,257 77,234,137 20,744,116 18,715,372

47,378 133,081 539,942 368,405 53,041

171,778 416,871,795

Building & Other ConstructionSub Total

2% 362,813,149 362,813,149

51,256,516 51,256,516

6,231,133 6,231,133

57,487,649 57,487,649

305,325,500 305,325,500

Building & Other ConstructionSub Total

2% 510,004510,004

136,593136,593

7,4687,468

144,061144,061

365,943365,943

109

Schedule-C

Quasem Industries LimitedValue Added Statement


Taka % Taka %2018-2019 2017-2018Particulars

Value Added :

Gross Turnover 2,045,705,177 2,197,231,145Finished Stock Differential 44,740,328 (52,445,067)Output 2,090,445,505 2,144,786,078Less: Bought-in-Goods & Services 1,406,793,787 1,443,638,942 683,651,718 701,147,136

Value Distributed :

National Exchequer 237,690,893 34.77 256,794,033 36.62Services 397,530,184 58.15 367,733,653 52.45Shareholders' Dividend 63,050,770 9.22 80,149,282 11.43Reserve & Surplus (14,620,129) (2.14) (3,529,832) (0.50) 683,651,718 100.00 701,147,136 100.00

GRAPHICAL PRESENTATION OFOPERATIONAL PERFORMANCE

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111

1. Chairman addressing 37th Annual General Meeting of the Company.2. Current Chairperson giving speech at 37th Annual General Meeting of the Company.3. Receiving flowers from Shareholders attending 37th

AGM of the company.4. Standing from left Chief Operating Officer, Cheif Financial

Officer and Company Secretary along with the Board.5. Entrance of the Managing Director & CEO and receiving warm welcome from the shareholders.6. Shareholder addressing at the 37th AGM of the Company.7. Shareholders attending at the 37th AGM of the Company.8. Greetings and receiption counter of last AGM.

1

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ALBUM

9. Factory Premises of QIL (Unit-1 & 2).10. Partial View of Battery Manufacturing.11. Packing Machine of UM-3.12. Partial View of UM-3 Battery Manufacturing.

112

9

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13

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12

14

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13. Flash Light Packing Section.14. Packing Machine of UM-4.15. High Pressure Can Sheet Slitting.16. High Pressure Can Oven.

ALBUM

21. High Pressure Can Welding.22. UM-1 Naked Line.23. HPC Food Can Line.24. High Pressure Can Filling Machine.

113

17. Factory Priemises of Unit-3 (MPU).18. HPC Component Line.19. Automatic can making Machins in Unit-3 (MPU).20. High Pressure Can Seaming.

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Clause

VI

Existing Clause Memorandum AfterAmendment or Delete

That the company shall form a loan amortization fund for the payment of loan given to them by Bangladesh Shilpa Bank by sums equal to annual installments and interest and interest of the loan or the entire profit whichever is less.

To be deleted

Memorandumof

Association

118

Articlesof Association

Clause

113C

Existing Clause Articles of AssociationAfter Amendment or Delete

Articlesof Association

120 (j)

This condition can be altered or amended and / or deleted by special resolution only after the liquidation of entire dues of Bangladesh Shilpa Bank and with their approval in writing. Subject to confirmation by High Court.

Undertake to grant the BSB the right to appoint at the option of the later one person as Director of the Company and to replace such person from time to time. The Director so appointed shall neither be required to hold any qualification share not be liable to retire by rotation. The Director so appointed by the BSB will be entitled for reimbursement of travelling and daily allowances at the rates prescribed by the BSB from the Company for attending its Board of Director’s meeting. Provision to these effects will have to be made in the articles of the company.(Not being ICB Director, Director nominated by underwriter, BSB Director/Debenture Director) is removed from office by extra-ordinary resolution of the company.

(Not being ICB Director, Director nominated by underwriter, /Debenture Director) is removed from office by extra-ordinary resolution of the company.

146 In case of resignation or removal of the existing Managing Director, a new Managing Director shall be appointed by the Board of Directors of the company.He shall continue unless he voluntarily resigns or is removed from office :i) For his in capacity due to illness or unsoundness

of mind or on any reasonable ground or under any provisions of the Act with the knowledge and approval of the Bangladesh Shilpa Bank.

ii) When so desired by Bangladesh Shilpa Bank to protect the interest of the Bank during the subsistence of the loan raised from them.

In case of removal due to (i) and/or (ii) above a new Managing Director shall be appointed with the prior approval of the Bangladesh Shilpa Bank.

In case of resignation or removal of the existing Managing Director, a new Managing Director shall be appointed by the Board of Directors of the company.He shall continue unless he voluntarily resigns or is removed from office :i) For his in capacity due to

illness or unsoundness of mind or on any reasonable ground or under any provisions of the Act with the knowledge.

To be deleted

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Clause Existing Clause Memorandum AfterAmendment or Delete

Memorandumof

Association

119

PROXY FORM

Quasem Industries LimitedAl Amin Icon Center (04th, 06th and 09th Floor)

Plot No. 57/4, Progoti Sarani, North Baridhara, Dhaka-1212, Bangladesh.

Quasem Industries LimitedAl Amin Icon Center (04th, 06th and 09th Floor)

Plot No. 57/4, Progoti Sarani, North Baridhara, Dhaka-1212, Bangladesh.

ATTENDANCE SLIP

BO ID No._______________________

Folio No.________________________

No. of Shares held ________________

BO ID No.

Folio No.

I/We __________________________________________________________________________________ of ________________________________________________________________________________ being Shareholder(s) of Quasem Industries Limited, and entitled to vote hereby appoint Mr./Mrs. __________________________________ as my/our Proxy to attend and vote for me/us on my/our behalf at the 38th Annual General Meeting of the Company to be held at the “Eagle Hall”, Raowa Complex, Mohakhali, Dhaka on December 12, 2019 at 10.30 AM and at any adjournment thereof and the poll that may be taken consequence thereof.As witness my/our hand this ________________ day of ______________________ 2019.

I hereby record my attendance at the 38th Annual General Meeting of Quasem Industries Limited, at the “Eagle Hall”, Raowa Complex, Mohakhali, Dhaka on December 12, 2019 at 10.30 AM.

Revenue StampTk. 10.00 ___________________

Signature

__________________Signature

Full Name(s) of the Shareholder(s)(in block letters) ______________________________

BO ID No.

Folio No.

__________________Signature

Full Name(s) of Proxy(in block letters) ______________________________

Shareholders attending the Meeting in person or by proxy are requested to complete the attendance slip and hand it over at the reception of 38th QIL, AGM Venue.

No person shall be appointed proxy who is not member of the company. Children and non-members will not be allowed at the meeting.

Notes

120

corporate review · a.t.m. jahangir hasnat director, company affairs & company secretary dated:...

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